SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CICCONI JAMES W

(Last)

(First)

(Middle)

175 EAST HOUSTON STREET

(Street)

SAN ANTONIO

78205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2005

3. Issuer Name and Ticker or Trading Symbol
AT&T INC. [ SBC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SrEVP-Ext & Legis Affairs

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	114,448	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	01/29/2009	Common Stock	29,019⁽²⁾	$105.11	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	01/31/2010	Common Stock	33,964⁽²⁾	$89.3102	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	02/19/2012	Common Stock	150,516⁽²⁾	$33.6709	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	02/28/2010	Common Stock	28,976⁽²⁾	$79.7651	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	03/15/2011	Common Stock	61,652⁽²⁾	$40.4468	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	05/15/2013	Common Stock	291,401⁽²⁾	$20.7971	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	07/02/2011	Common Stock	41,105⁽²⁾	$39.1911	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	09/01/2008	Common Stock	19,990⁽²⁾	$59.9057	D
Non-Qualified Stock Option (right to buy)	11/18/2005⁽¹⁾	09/19/2012	Common Stock	188,145⁽²⁾	$28.6828	D

Explanation of Responses:

1. All unvested options became fully vested and exercisable on 11/18/2005.

2. Represents number of options granted. Reporting person may purchase one share of Issuer's common stock per option.

Remarks:

	by Starlene Meyerkord, Attorney-in-fact	11/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.