POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of the Secretary and any Assistant Secretary of AT&T Inc., and the
  Director-Secretary's Office and the Director-SEC Compliance, each of AT&T
Inc., signing singly, the undersigned's true and lawful attorney in fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of AT&T Inc. (the Company), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
  undersigned pursuant to this power of attorney shall be in such form and shall
  contain such terms and conditions as such attorney in fact may approve in such
  attorney in fact's discretion.

	The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that such attorney in fact, or such
attorney in fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys in fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
  with Section 16 of the Securities Exchange Act of 1934.

	This power of attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys in fact.

	IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this 17th day of November 2006.


		/s/ Randall L. Stephenson
	Randall L. Stephenson