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* WATTS DONALD W (Last) (First) (Middle) 175 EAST HOUSTON STREET (Street) SAN ANTONIO TX 78205 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/27/2007	3. Issuer Name and Ticker or Trading Symbol AT&T INC. [ T ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP and Assoc. Gen. Counsel	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	20,650	D
Common Stock	14,060.2734	I	By Benefit Plan
Common Stock	66.211	I	By PAYSOP

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy) - 01 IP	(1)	01/31/2013	Common Stock	21,857(2)	$24.44	D
Employee Stock Option (right to buy) - 01 IP	(3)	01/25/2012	Common Stock	24,500(2)	$35.52	D
Employee Stock Option (right to buy) - 01 IP	(4)	11/19/2011	Common Stock	18,750(2)	$39.89	D
Employee Stock Option (right to buy) - 96 SIP	(5)	01/28/2010	Common Stock	8,538(2)	$39.25	D
Employee Stock Option (right to buy) - 96 SIP	(6)	04/01/2008	Common Stock	4,300(2)	$43	D
Employee Stock Option (right to buy) - 96 SIP	(7)	01/26/2011	Common Stock	18,750(2)	$46.6875	D
Employee Stock Option (right to buy) - 96 SIP	(8)	04/01/2009	Common Stock	3,200(2)	$49.75	D
Employee Stock Option (right to buy) - SPDP	06/15/2005	06/15/2015	Common Stock	4,648(2)	$24.01	D
Employee Stock Option (right to buy) - SPDP	06/15/2006	06/15/2016	Common Stock	564(2)	$27.73	D
Employee Stock Option (right to buy) - SPDP	02/15/2006	02/15/2016	Common Stock	1,281(2)	$28.32	D
Employee Stock Option (right to buy) - SPDP	02/15/2007	02/15/2017	Common Stock	774(2)	$37.23	D
Employee Stock Option (right to buy) - SSP	06/01/2005	05/30/2014	Common Stock	437(2)	$23.74	D
Employee Stock Option (right to buy) - SSP	02/01/2006	01/30/2015	Common Stock	961(2)	$23.92	D
Employee Stock Option (right to buy) - SSP	02/03/2004	02/01/2013	Common Stock	2,948(2)	$25.28	D
Employee Stock Option (right to buy) - SSP	06/02/2004	05/31/2013	Common Stock	1,781(2)	$25.8	D
Employee Stock Option (right to buy) - SSP	02/02/2005	01/31/2014	Common Stock	3,797(2)	$26.46	D
Employee Stock Option (right to buy) - SSP	06/03/2003	06/01/2012	Common Stock	1,027(2)	$33.15	D
Employee Stock Option (right to buy) - SSP	02/01/2003	02/01/2012	Common Stock	1,922(2)	$36.96	D
Employee Stock Option (right to buy) - SSP	02/02/1999	02/02/2008	Common Stock	698(2)	$39.3125	D
Employee Stock Option (right to buy) - SSP	08/03/1999	08/03/2008	Common Stock	1,721(2)	$41.375	D
Employee Stock Option (right to buy) - SSP	06/01/2002	06/01/2011	Common Stock	4,565(2)	$42.05	D
Employee Stock Option (right to buy) - SSP	02/01/2001	02/01/2010	Common Stock	575(2)	$42.1875	D
Employee Stock Option (right to buy) - SSP	08/01/2001	08/01/2010	Common Stock	950(2)	$43.6875	D
Employee Stock Option (right to buy) - SSP	02/01/2002	02/01/2011	Common Stock	850(2)	$50.55	D
Employee Stock Option (right to buy) - SSP	02/01/2000	02/01/2009	Common Stock	572(2)	$52.5625	D
Employee Stock Option (right to buy) - SSP	08/02/2000	08/02/2009	Common Stock	520(2)	$58.875	D

Explanation of Responses:

1. Options vested in three equal annual increments beginning on January 31, 2004, the first anniversary date of the grant.

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

3. Options vested in three equal annual increments beginning on January 25, 2003, the first anniversary date of the grant.

4. Options vested in three equal annual increments beginning on November 19, 2002, the first anniversary date of the grant.

5. Options vested in three equal annual increments beginning on January 28, 2001, the first anniversary date of the grant.

6. Options vested in three equal annual increments beginning on April 1, 1999, the first anniversary date of the grant.

7. Options vested in three equal annual increments beginning on January 26, 2002, the first anniversary date of the grant.

8. Options vested in three equal annual increments beginning on April 1, 2000, the first anniversary date of the grant.

Remarks:

watts.TXT

	by Ann E. Meuleman, Secy., Attorney-in-fact	05/01/2007
	** 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.
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