S-8

As filed with the Securities and Exchange Commission on May 6, 2013.   Registration No. ____________________

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 incorporation or organization)	(I.R.S. Employer Identification No.)
208 S. Akard Street, Dallas, Texas	75202
(Address of Principal Executive Offices)	(Zip Code)

Stock Purchase and Deferral Plan

and

Cash Deferral 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, 32nd Floor	208 S. Akard, 30th 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	42,000,000 (1)	$37.18 (2)	$1,561,560,000 (2)	$212,997 (2)
Deferred Compensation Obligations (3)	$450,000,000	100%	$450,000,000	$61,380

(1)	The number of shares being registered represent the number of additional shares of Common Stock which may be issued pursuant to the Stock Purchase and Deferral Plan.
(2)	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 42,000,000 shares (using the average of the high and low price of the stock on April 29, 2013).
(3)	The amount of deferred compensation obligations being registered represents employee compensation deferred through payroll deductions pursuant to the Cash Deferral Plan.

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 or similar transactions.  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.

PART I. INFORMATION REQUIRED IN PROSPECTUS

This Registration Statement registers an additional 42,000,000 shares of AT&T Inc. common stock to be issued under the Stock Purchase and Deferral Plan and an additional $450,000,000 in deferred compensation obligations under the Cash Deferral Plan (together, 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. 333-120894 filed on December 1, 2004, on behalf of AT&T Inc., formerly SBC Communications Inc., and hereinafter referred to as the “Prior Registration Statement”) is hereby incorporated by reference in this Registration Statement. The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and pursuant to Rule 429, the prospectus incorporated herein is combined with and relates to the Prior Registration Statement.

Item 8.  Exhibits

Exhibit Number	Description of Exhibits
5	Validity opinion of Wayne Watts, Esq.
10-a	Stock Purchase and Deferral Plan (Exhibit 10 to Form 10-Q filed for March 29, 2013)
10-b	Cash Deferral Plan (Exhibit 10-n to Form 10-K for 2012)
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 6th day of May 2013.

AT&T INC.

By:           /s/ John J. Stephens

John J. Stephens

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:	John J. Stephens Senior Executive Vice President and Chief Financial Officer

By:    /s/ John J. Stephens

John J. Stephens as attorney-in-fact for Mr. Stephenson, the Directors, and on his own behalf as Principal Financial and Accounting Officer

May 6, 2013

DIRECTORS:

Gilbert F. Amelio *	Jon C. Madonna *
Reuben V. Anderson *	Michael B. McCallister *
James H. Blanchard *	John B. McCoy *
Jaime Chico Pardo *	Joyce M. Roche *
Scott T. Ford *	Matthew K. Rose *
James P. Kelly *	Laura D’Andrea Tyson *

*  By power of attorney

EX-5

Exhibit 5

[AT&T Inc. Letterhead]

May 6, 2013

AT&T Inc.

208 S. Akard Street

Dallas, TX  75202

Dear Sirs:

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”), and deferred compensation obligations of AT&T Inc., a Delaware corporation (“AT&T”), I am of the opinion that:

(1)           Forty-Two Million (42,000,000) Shares, which may be purchased pursuant to the terms of the Stock Purchase and Deferral Plan (the “Plan”), have been duly authorized, and, when the registration statement on Form S-8 relating to the Shares to be issued pursuant to the Plan (the “Registration Statement”) has become effective under the Act, upon issuance of such Shares and upon payment therefore, in accordance with the Plan, the Shares will be legally and validly issued, fully paid and nonassessable;

(2)           The deferred compensation obligations, representing AT&T’s unsecured obligation to pay deferred compensation in the future (not to exceed $450 million in aggregate principal amount), when duly established  in accordance with the Cash Deferral Plan, in each case so as not to violate any applicable law, any agreement or instrument to which AT&T is a party or by which it is boundor any restriction imposed by any court or governmental body having jurisdiction over AT&T, will constitute valid and legally binding obligations of AT&T, subjectto bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

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.

Very truly yours,

/s/ Wayne Watts

EX-23.A

Exhibit 23-a

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Stock Purchase and Deferral Plan and the Cash Deferral Plan of AT&T Inc. (AT&T), for the registration of 42,000,000 shares of its common stock and $450,000,000 in deferred compensation obligations, of our reports dated February 22, 2013, 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, 2012 and the financial statement schedule of AT&T included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas

May 3, 2013

EX-24

Exhibit 24

POWER OF ATTORNEY

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 issuance of additional shares of the Corporation’s Common Stock pursuant to the Stock Purchase and Deferral Plan and the issuance of additional deferred compensation obligations pursuant to the Cash Deferral Plan;

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Randall L. Stephenson, Jonathan P. Klug, John J. Stephens, Paul W. 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.

April 26, 2013	/s/ Randall L. Stephenson
Date	Randall L. Stephenson Chairman of the Board, Chief Executive Officer and President
April 26, 2013	/s/ Gilbert F. Amelio
Date	Gilbert F. Amelio Director
April 26, 2013	/s/ Reuben V. Anderson
Date	Reuben V. Anderson Director
April 26, 2013	/s/ James H. Blanchard
Date April 26, 2013	James H. Blanchard Director /s/ Jaime Chico Pardo
Date	Jaime Chico Pardo Director
April 26, 2013	/s/ Scott T. Ford
Date	Scott T. Ford Director

April 26, 2013	/s/ James P. Kelly
Date	James P. Kelly
	Director
April 26, 2013	/s/ Jon C. Madonna
Date	Jon C. Madonna Director
April 26, 2013	/s/ Michael B. McCallister
Date	Michael B. McCallister Director
April 26, 2013	/s/ John B. McCoy
Date	John B. McCoy Director
April 26, 2013	/s/ Joyce M Roché
Date	Joyce M. Roché Director
April 26, 2013	/s/ Matthew K. Rose
Date	Matthew K. Rose Director

April 26, 2013	/s/ Laura D’Andrea Tyson
Date	Laura D’Andrea Tyson Director