X0202 3/A 2005-11-18 2005-11-22 0 0000732717 AT&T INC. T 0001074607 ALDINGER WILLIAM F III 175 EAST HOUSTON STREET SAN ANTONIO 78205 1 Common Stock 4070 I By Benefit Plan Phantom Units Common Stock 606.697 D Restricted stock units acquired pursuant to AT&T Corp. 2004 Long Term Incentive Program. Each unit will convert into one share of Issuer's common stock upon vesting. Units vest 1/2 on 06/30/2007, 1/4 on 06/30/2008 and 1/4 on 06/20/2009. Deferred stock units acquired pursuant to the AT&T Corp. Deferred Compensation Plan for Non-Employee Directors; each unit will be converted into the cash value of one share of Issuer's common stock after the reporting person ceases to be a Director. Amended to reflect correct number of issuer shares held by reporting person. by Ann E. Meuleman, Attorney-in-fact 2006-01-04