X0202 4/A 2007-01-25 2007-01-29 0000732717 AT&T INC. T 0001182672 JENNINGS KAREN E 175 EAST HOUSTON STREET SAN ANTONIO TX 78205 1 SrEVP-Adv. & Corp. Comm. Common Stock 2007-01-25 4 A 0 28819 0 A 80120 D Common Stock 2007-01-25 4 F 0 16246.7403 36.79 D 128231.9227 I By Benefit Plan Common Stock 2007-01-25 4 A 0 28819 0 D 99412.9227 I By Benefit Plan Common Stock 2007-01-25 4 D 0 43144.9797 36.79 D 56267.943 I By Benefit Plan Represents portion of the performance shares distributed in issuer's shares that are now held directly. Amended to reflect fewer shares were withheld as a result of recalculation of shares needed to satisfy federal taxes on distribution of performance shares. Mandatory tax withholding on distribution of performance shares. Represents portion of the performance shares distributed in cash, after taxes. by Ann E. Meuleman, Secy., Attorney-in-fact 2007-02-23