Bond ATT 5.35% ( US04650NAB01 ) in USD

Issuer ATT
Market price refresh price now   100.472 %  ▲ 
Country  United States
ISIN code  US04650NAB01 ( in USD )
Interest rate 5.35% per year ( payment 2 times a year)
Maturity 31/08/2040



Prospectus brochure of the bond AT&T US04650NAB01 en USD 5.35%, maturity 31/08/2040


Minimal amount 1 000 USD
Total amount 1 789 298 000 USD
Cusip 04650NAB0
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 01/03/2026 ( In 77 days )
Detailed description AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US04650NAB01, pays a coupon of 5.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2040

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US04650NAB01, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US04650NAB01, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-173256

PROSPECTUS






Offer to Exchange up to
$3,500,000,000 Principal Amount of Our
5.35% Global Notes due 2040
Which Have Been Registered under the Securities Act of 1933
For All Outstanding Unregistered
5.35% Global Notes due 2040




AT&T Inc. ("AT&T") is offering to exchange registered 5.35% Global Notes due 2040 (the "Exchange
Notes") for its outstanding unregistered 5.35% Global Notes due 2040 (the "Original Notes"). The Original
Notes and the Exchange Notes are sometimes referred to in this prospectus together as the "Notes". The
terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the
Exchange Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the
transfer restrictions and registration rights and related special interest provisions applicable to the Original
Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to
$1,000 in principal amount or in integral multiples of $1,000 in excess thereof. We also intend to pay in cash
accrued and unpaid interest on the Original Notes accepted for exchange from the last applicable interest
payment date to, but excluding, the date on which the exchange of Original Notes accepted for exchange is
settled (such date is referred to herein as the "Settlement Date"). We refer to this offer as the "Exchange
Offer". For a more detailed description of the Exchange Notes, see "Description of Exchange Notes".

We are not asking you for a proxy and you are requested not to send us a proxy. You do not have
dissenters' rights of appraisal in connection with the Exchange Offer. See "The Exchange Offer --
Absence of Dissenters' Rights of Appraisal".

No public market currently exists for the Original Notes. The Exchange Notes will not be listed on any
national securities exchange.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The
letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired
by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that,
for a period of 90 days after the Expiration Date (as defined herein), we will make this prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of Distribution" below.

Holders may withdraw their tendered Original Notes at any time on or prior to the Expiration Date (as
defined below) of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on
May 12, 2011, unless extended or earlier terminated by us (such date, as the same may be extended or earlier
terminated, the "Expiration Date"). The Exchange Offer is subject to customary conditions discussed under
"The Exchange Offer -- Conditions to the Exchange Offer".

Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on
page 55 of our 2010 Annual Report to Stockholders, portions of which are filed as
Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, which is incorporated by reference herein, and on page 7 of this
prospectus, to read about factors you should consider before investing in the
Exchange Notes.




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Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.





Prospectus dated April 13, 2011.
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TABLE OF CONTENTS







Page

Forward-Looking Statements
ii
Where You Can Find More Information
ii
Incorporation of Certain Information by Reference
ii
Summary
1
Risk Factors
7
Use of Proceeds
8
Ratio of Earnings to Fixed Charges
8
Selected Historical Financial Data
9
The Exchange Offer
11
Description of Exchange Notes
19
Certain U.S. Federal Income Tax Considerations
27
Plan of Distribution
27
The Exchange Agent
28
Validity of Securities
29
Experts
29


No person has been authorized to give any information or any representation concerning us or the
Exchange Offer (other than as contained in this prospectus or the related letter of transmittal) and we
take no responsibility for, nor can we provide any assurance as to the reliability of, any other
information that others may give you. You should not assume that the information contained or
incorporated by reference in this prospectus is accurate as of any date other than the date on the front
cover of this prospectus or the date of the incorporated document, as applicable.

In making an investment decision, prospective investors must rely on their own examination of us,
and the terms of this offering, including the merits and risks involved. Prospective investors should not
construe anything in this prospectus as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is
legally permitted to participate in the Exchange Offer and to invest in the Exchange Notes under
applicable legal investment or similar laws or regulations.

There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offer
under the terms of this prospectus and the accompanying letter of transmittal. Tendering holders must
tender their Original Notes in accordance with the procedures set forth under "The Exchange Offer--
Procedures for Tendering Original Notes."

This prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information. All such summaries are qualified
in their entirety by such reference. See "Where You Can Find More Information".

When we refer to "we", "our" or "us" in this prospectus, we mean AT&T Inc. and its consolidated
subsidiaries unless the context explicitly otherwise requires.

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FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this prospectus statements that may constitute
"forward-looking statements". These forward-looking statements are not historical facts but instead
represent only our belief regarding future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our actual results may differ, possibly
materially, from the anticipated results indicated in or implied by these forward-looking statements.
See "Risk Factors" below for information regarding important factors that could cause actual results to
differ, perhaps materially, from those in our forward-looking statements.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may read and copy any
documents filed by us at the SEC's public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our filings with the SEC are also available to the public through the SEC's Internet site at
http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-4 relating to the securities covered
by this prospectus. This prospectus is a part of the registration statement and does not contain all of the
information in the registration statement. Whenever a reference is made in this prospectus to a contract
or other document of ours, please be aware that the reference is only a summary and that you should
refer to the exhibits that are a part of the registration statement for a copy of the contract or other
document. You may review a copy of the registration statement at the SEC's public reference room in
Washington, D.C., as well as through the SEC's Internet site.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information that
we file later with the SEC and incorporate herein will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings we will
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this prospectus and until the Expiration Date (other
than, in each case, documents or information deemed to have been furnished and not filed in
accordance with the SEC rules):

1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010; and

2. Our Current Reports on Form 8-K filed on January 13, 2011, January 27, 2011 (only with
respect to information filed under Item 8.01), March 7, 2011, March 21, 2011 (only with respect
to information filed under Item 1.01, Item 3.02 and Item 8.01), March 29, 2011 and March 31,
2011.

We will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred
to above which have been or may be incorporated by reference into this prospectus excluding exhibits
to those documents unless they are specifically incorporated by reference into those documents. You
may make your request by calling us at (210) 351-3049, or by writing to us at the following address:

AT&T Inc.'s Specialist -- External Reporting
AT&T Inc.
208 S. Akard St.
Dallas, Texas 75202

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SUMMARY

This summary provides an overview of selected information. Because this is only a
summary, it may not contain all of the information that may be important to you in
understanding the Exchange Offer. You should carefully read this entire prospectus, including
the section entitled "Risk Factors", as well as the information incorporated by reference in this
prospectus. See the sections of this prospectus entitled "Where You Can Find More
Information" and "Incorporation of Certain Information by Reference".

AT&T Inc.

AT&T Inc. ("AT&T") is a holding company incorporated under the laws of the State of
Delaware in 1983. Through our subsidiaries and affiliates, we provide wireline and wireless
telecommunications services and equipment, directory advertising, and other products and
services. Our principal executive offices are located at 208 S. Akard St., Dallas, Texas 75202.
Our telephone number is (210) 821-4105. We maintain an Internet site at the following location
(which is not an active link): http://www.att.com.

We are a leading provider of telecommunications services in the United States ("U.S.") and
the world. We offer our services and products to consumers in the U.S. and services and
products to businesses and other providers of telecommunications services worldwide.

The services and products that we offer vary by market, and include: wireless
communications, local exchange services, long-distance services, data/broadband and Internet
services, video services, telecommunications equipment, managed networking, wholesale
services and directory advertising and publishing. We group our operating subsidiaries as
follows, corresponding to our operating segments for financial reporting purposes:


· wireless subsidiaries provide both wireless voice and data communications services across
the U.S. and, through roaming agreements, in a substantial number of foreign countries;


· wireline subsidiaries provide primarily landline voice and data communication services,
AT&T U-verse® TV, high-speed broadband and voice services (U-verse) and managed
networking to business customers;


· advertising solutions subsidiaries publish Yellow and White Pages directories and sell
directory advertising and Internet-based advertising and local search; and


· other subsidiaries provide results from customer information services and all corporate
and other operations.

Our local exchange subsidiaries operate as the incumbent local exchange carrier in 22 states:
Alabama, Arkansas, California, Connecticut, Illinois, Indiana, Florida, Georgia, Kentucky,
Louisiana, Kansas, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma,
South Carolina, Tennessee, Texas and Wisconsin. Our local exchange subsidiaries are subject to
regulation by each state in which they operate and by the Federal Communications Commission
(FCC). Wireless service providers are regulated by the FCC. Additional information relating to
regulation is contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010 under the heading "Government Regulation" and in our 2010 Annual
Report to Stockholders under the heading "Operating Environment and Trends of the Business",
and is incorporated herein by reference.

With the expansion of our company through acquisitions and the resulting ownership
consolidation of AT&T Mobility, and with continuing advances in technology, our services
offerings now combine our traditional wireline and wireless services, thereby making our
customers' lives more convenient and productive and fostering competition and further
innovation in the communications and entertainment industry.

Recent Developments

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On March 20, 2011, AT&T and Deutsche Telekom AG ("Deutsche Telekom") entered into
a stock purchase agreement (the "Stock Purchase Agreement") under which AT&T agreed to
acquire from Deutsche

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Telekom all of the outstanding capital stock of its subsidiary T-Mobile USA, Inc. As of such
date, the transaction had an approximate cost of $39 billion to AT&T, consisting of
(i) $25 billion in cash and (ii) approximately $14 billion of AT&T's common stock, subject to
adjustment. In addition, AT&T has the right to increase the cash portion of the purchase price
by up to $4.2 billion with a corresponding decrease in the stock portion. The closing of the
acquisition, which is expected to occur in approximately twelve months, is subject to certain
conditions, including approval by the Federal Communications Commission and the expiration
or termination of the applicable waiting period under the Hart-Scott-Rodino Act of 1976, as
amended. The acquisition is not subject to the approval of the stockholders of either AT&T or
Deutsche Telekom. In the event that the Stock Purchase Agreement is terminated because of the
failure to obtain regulatory approval, AT&T may become obligated to pay Deutsche Telekom
$3 billion in cash, enter into a roaming agreement with Deutsche Telekom on terms favorable to
both parties and transfer to Deutsche Telekom certain wireless AWS spectrum that AT&T does
not need for its initial LTE roll-out.

AT&T and Deutsche Telekom have also entered into a stockholder's agreement, which will
become effective upon the closing of the acquisition. Pursuant to the stockholder's agreement,
Deutsche Telekom will have the right to nominate one director to AT&T's Board of Directors
until such time as Deutsche Telekom's ownership in AT&T has been reduced below an agreed
threshold, and so long as such nominee satisfies certain requirements, AT&T is obligated to use
its reasonable best efforts to include such nominee in the slate of Board-approved candidates for
election to AT&T's Board of Directors.

On March 31, 2011, AT&T entered into a term credit agreement (the "Credit Agreement"),
with certain investment and commercial banks, pursuant to which, and subject to the conditions
set forth in the Credit Agreement, the lenders committed to provide unsecured bridge financing
of up to $20 billion in connection with the acquisition of T-Mobile USA, Inc. In the event
advances are made under the Credit Agreement, those advances would be used solely to finance
a portion of the cash consideration to be paid in the acquisition and to pay related fees and
expenses. The obligations of the lenders under the Credit Agreement to provide advances will
terminate on September 20, 2012, unless prior to that date: (i) AT&T reduces to $0 the
commitments of the lenders under the Credit Agreement, (ii) the Stock Purchase Agreement is
terminated prior to the date the advances are made, or (iii) certain events of default occur. The
Credit Agreement contains provisions requiring the reduction of the commitments of the lenders
and the prepayment of outstanding advances by the amount of net cash proceeds resulting from
the incurrence of certain indebtedness by AT&T or its subsidiaries, the public issuance of any
capital stock by AT&T or its subsidiaries and non-ordinary course sales or dispositions of assets
by AT&T or its subsidiaries, in each case subject to exceptions set forth in the Credit
Agreement. Repayment of all advances must be made no later than the first anniversary of the
date on which advances are made.

The Exchange Offer

Offeror
AT&T Inc.

The Exchange Offer
We are offering to exchange our Exchange Notes which
have been registered under the Securities Act for a like
principal amount of our outstanding unregistered Original
Notes. Original Notes may only be tendered in an amount
equal to $1,000 in principal amount or in integral multiples
of $1,000 in excess thereof. See "The Exchange Offer" for
more information on the terms of the Exchange Offer.

Resale of Exchange Notes
Based upon the position of the staff of the SEC as described
in previous no-action letters and subject to the immediately
following sentence, we believe that Exchange Notes issued
pursuant to the Exchange Offer in exchange for Original
Notes may be offered for resale, resold and otherwise
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transferred by you without compliance with the registration
and prospectus delivery provisions of the

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