AT&T INC. (Form: S-8, Received: 03/25/2011 14:34:25)

As filed with the Securities and Exchange Commission on ____________, 2011. Registration No. 333-_____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AT&T INC.

(Exact name of registrant as specified in its charter)

Delaware			43-1301883
(State or other jurisdiction of			(I.R.S. Employer Identification No.)
incorporation or organization)

208 S. Akard Street, Dallas, Texas			75202
(Address of Principal Executive Offices)			(Zip Code)

AT&T Savings Plan

AT&T Savings and Security Plan

AT&T Long Term Savings and Security Plan

AT&T Retirement Savings Plan

AT&T Puerto Rico Savings Plan

AT&T Puerto Rico Retirement Savings Plan

AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan

BellSouth Savings and Security Plan

(Full title of the plans)

Name, address and telephone number of agent for service:			Please send copies of all communications to:
Ann E. Meuleman			Wayne Wirtz
Senior Vice President and Secretary			Associate General Counsel
AT&T Inc.			AT&T Inc.
208 S. Akard, 32 nd Floor			208 S. Akard, 30 th Floor
Dallas, Texas 75202			Dallas, Texas 75202
(210) 821-4105			(210) 821-4105

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer X Accelerated filer Non-accelerated filer Smaller Reporting Company ___

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $1.00 per share	100,000,000	$27.89 (1)	$2,789,000,000 (1)	$323,803

(1)	The price per share was calculated in accordance with Rule 457(c) and (h) of the Securities Act of 1933 for purposes of calculating the registration fee. The fee was computed based on 100,000,000 shares (using the average of the high and low price of the stock on March 18, 2011).

Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split or stock dividend. No additional registration fee is required. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

EXPLANATORY NOTE

This Registration Statement registers an additional 100,000,000 shares of AT&T Inc. common stock to be issued under the AT&T Savings Plan, the AT&T Savings and Security Plan, the AT&T Long Term Savings and Security Plan, the AT&T Retirement Savings Plan, the AT&T Puerto Rico Savings Plan, the AT&T Puerto Rico Retirement Savings Plan, the AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan, and the BellSouth Savings and Security Plan (the "Plans"). Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 relating to the Plans (File No. 333-162472 filed on October 14, 2009) (the "Prior Registration Statement") are hereby incorporated by reference in this Registration Statement. The Prior Registration Statement is currently effective and this Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number	Description of Exhibits

5	Validity opinion of Wayne Watts, Esq.
23-a	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23-b	Consent of Wayne Watts, Esq. (contained in opinion filed as Exhibit 5)
24	Powers of Attorney of Officers and Directors

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 25th day of March 2011.

AT&T INC.

By: /s/ Richard G. Lindner

Richard G. Lindner

Senior Executive Vice President

and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

Principal Executive Officer:	Randall L. Stephenson * Chairman of the Board, Chief Executive Officer and President
Principal Financial and Accounting Officer:	Senior Executive Vice President and Chief Financial Officer

	By: /s/ Richard G. Lindner Richard G. Lindner, as attorney-in-fact for Mr. Stephenson, the Directors, and on his own behalf as Principal Financial and Accounting Officer

March 25, 2011

DIRECTORS:


Gilbert F. Amelio *	Lynn M. Martin *
Reuben V. Anderson *	John B. McCoy *
James H. Blanchard *	Matthew K. Rose*
Jaime Chico Pardo *	Laura D’Andrea Tyson *
James P. Kelly *	Patricia P. Upton *
Jon C. Madonna *

* By power of attorney

The Plans. Pursuant to the requirements of the Securities Act of 1933, the Administrator for the Plans set forth below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 24 th day of March 2011.

AT&T Savings Plan

AT&T Savings and Security Plan

AT&T Long Term Savings and Security Plan

AT&T Retirement Savings Plan

AT&T Puerto Rico Savings Plan

AT&T of Puerto Rico Inc. Long Term Savings

and Security Plan

BellSouth Savings and Security Plan

AT&T Puerto Rico Retirement Savings Plan

By: AT&T Services, Inc., Plan Administrator

By: /s/ Michael P. Coffey

Michael P. Coffey

Senior Vice President - Compensation, Benefits and Policy

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits

5	Validity opinion of Wayne Watts, Esq.
23-a	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23-b	Consent of Wayne Watts, Esq. (contained in opinion filed as Exhibit 5)
24	Powers of Attorney of Officers and Directors

Wayne Watts

Senior Executive VP & General Counsel

Legal Department

AT&T Inc.

One AT&T Plaza

208 South Akard Street

Dallas, TX 75202

In connection with the registration under the Securities Act of 1933 (the “Act”) of shares of Common Stock, par value $1.00 per share (the “Shares”) of AT&T Inc., a Delaware corporation (“AT&T”), I am of the opinion that:

(1) One Hundred Million (100,000,000) Shares, which may be purchased pursuant to the terms of the AT&T Savings Plan, the AT&T Savings and Security Plan, the AT&T Long Term Savings and Security Plan, the AT&T Retirement Savings Plan, the AT&T Puerto Rico Savings Plan, the AT&T Puerto Rico Retirement Savings Plan, the AT&T of Puerto Rico Inc. Long Term Savings and Security Plan, and the BellSouth Savings and Security Plan (the “Plans”) have been duly authorized, and, when the registration statement on Form S-8 relating to the Shares to be issued pursuant to the Plans (the "Registration Statement") has become effective under the Act, upon issuance of such Shares and upon payment therefore, in accordance with the Plans and the resolutions of the Board of Directors of AT&T relating thereto, the Shares will be legally and validly issued, fully paid and nonassessable;

(2) The provisions of the Plans are in compliance with the requirements of the Employee Retirement Income Security Act of 1974 pertaining to such provisions; and

(3) AT&T has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

The foregoing opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I have relied as to certain matters on information obtained from public officials, officers of AT&T and other sources believed by me to be responsible.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) dated March 25, 2011 pertaining to the AT&T Savings Plan, the AT&T Savings and Security Plan, the AT&T Long Term Savings and Security Plan, the AT&T Retirement Savings Plan, the AT&T Puerto Rico Savings Plan, the AT&T Puerto Rico Retirement Savings Plan, the AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan and the BellSouth Savings and Security Plan, all Plans of AT&T Inc. (AT&T), for the registration of 100,000,000 shares of its common stock, of our reports (a) dated February 28, 2011, with respect to the consolidated financial statements of AT&T, and the effectiveness of internal control over financial reporting of AT&T, incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2010 and the financial statement schedule of AT&T included therein, and (b) dated June 25, 2010, with respect to the financial statements and schedules of the AT&T Savings and Security Plan, the AT&T Long Term Savings and Security Plan, the AT&T Retirement Savings Plan, the AT&T Puerto Rico Savings Plan, the AT&T Puerto Rico Retirement Savings Plan, the AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan and the BellSouth Savings and Security Plan included in the Plans’ Annual Reports (Forms 11-K), for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

By: /s/ Ernst & Young LLP

KNOW ALL MEN BY THESE PRESENTS:

THAT, AT&T INC., a Delaware corporation, hereinafter referred to as the “Corporation,” proposes to file with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement or Statements on Form S-8 for the sale of additional shares of the Corporation’s Common Stock;

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Jonathan P. Klug, Richard G. Lindner, John J. Stephens, Wayne Watts, or any one of them, all of the City of Dallas and State of Texas, the attorneys for the undersigned and in the undersigned’s name, place and stead, and in the undersigned’s office and capacity in the Corporation, to execute and file a registration statement or statements, and thereafter to execute and file any and all amended registration statements and amended prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand the date set forth opposite their name.

March 24, 2011 Date	/s/ Randall L. Stephenson Randall L. Stephenson Chairman of the Board, Chief Executive Officer and President
March 25, 2011 Date	/s/ Gilbert F. Amelio Gilbert F. Amelio Director
March 25, 2011 Date	/s/ Reuben V. Anderson Reuben V. Anderson Director
March 25, 2011 Date	/s/ James H. Blanchard James H. Blanchard Director
March 25, 2011 Date	/s/ Jaime Chico Pardo Jaime Chico Pardo Director
March 25, 2011 Date	/s/ James P. Kelly James P. Kelly Director
March 25, 2011 Date	/s/ Jon C. Madonna Jon C. Madonna Director
March 25, 2011 Date	/s/ Lynn M. Martin Lynn M. Martin Director
March 25, 2011 Date	/s/ John B. McCoy John B. McCoy Director
March 25, 2011 Date	/s/ Matthew K. Rose Matthew K. Rose Director
March 25, 2011 Date	/s/ Laura D’Andrea Tyson Laura D’Andrea Tyson Director
March 25, 2011 Date	/s/ Patricia P. Upton Patricia P. Upton Director