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^*

DE LA VEGA RAFAEL

(Last)

(First)

(Middle)

175 EAST HOUSTON STREET

(Street)

SAN ANTONIO

78205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2007

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)
	Grp.Pres-Reg. Telecomm. & Ent.

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	45,966	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)	03/03/2004	03/03/2013	Common Stock	77,512⁽¹⁾	$16.42	D
Non-Qualified Stock Option (right to buy)	04/28/2004	04/28/2013	Common Stock	5,464⁽¹⁾	$18.3	D
Non-Qualified Stock Option (right to buy)	11/25/2003	11/25/2012	Common Stock	70,755⁽¹⁾	$21.2	D
Non-Qualified Stock Option (right to buy)	04/22/2003	04/22/2012	Common Stock	4,311⁽¹⁾	$23.19	D
Non-Qualified Stock Option (right to buy)	03/01/2003	03/01/2012	Common Stock	141,377⁽¹⁾	$29.45	D
Non-Qualified Stock Option (right to buy)	04/23/2002	04/23/2011	Common Stock	3,289⁽¹⁾	$30.39	D
Non-Qualified Stock Option (right to buy)	02/01/2002	02/01/2011	Common Stock	69,430⁽¹⁾	$31.89	D
Non-Qualified Stock Option (right to buy)	02/01/2000	02/01/2009	Common Stock	59,492⁽¹⁾	$34.37	D
Non-Qualified Stock Option (right to buy)	02/01/2001	02/01/2010	Common Stock	63,202⁽¹⁾	$34.46	D
Phantom Units - RSU	⁽²⁾	⁽²⁾	Common Stock	68,470	$0	D
Phantom Deferral Shares	⁽³⁾	⁽³⁾	Common Stock	1,896.64	⁽³⁾	I	By Benefit Plan

Explanation of Responses:

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

2. Restricted stock units acquired pursuant to AT&T Mobility (formerly Cingular Wireless) Long Term Compensation Plan. Each unit will convert into one share of Issuer's common stock upon vesting (38,711 vest on 12/31/07 and 29,759 vest on 12/31/08).

3. Acquired pursuant to the BellSouth Compensation Deferral Plan. Each unit is converted into the equivalent value in cash of one share of AT&T common stock and distributed at the election of the reporting person.

Remarks:

delavegapoa.TXT (power of attorney)

	Rafael De la Vega	06/12/2007
	** 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.
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.