X0202 4 2006-01-31 0000732717 AT&T INC. T 0001180475 REMBE TONI 175 EAST HOUSTON STREET SAN ANTONIO 78205 1 Common Stock 2006-01-27 5 L 0 32 0 A 428 I By Spouse's Corporation Common Stock 2006-01-31 4 A 0 831.8338 25.95 A 36370.0955 I By Benefit Plan Common Stock 13975 D Common Stock 2145 I By Spouse's Trust Pro rata distribution from WSW 1996 Exchange Fund L.P. to Arthur Rock S Corporation (spouse is sole shareholder). The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Acquisition of deferred stock units pursuant to the AT&T Inc. Non-Employee Director Stock and Deferral Plan; each unit will be converted into one share of AT&T common stock after the reporting person ceases to be a Director. by Wayne A. Wirtz, Attorney-in-fact 2006-02-02