Bellsouth Retirement Benefits

					                                                 Benefits Update
Savings Plan Account Balances to
Transfer on March 1, 2008
As you know, legacy BellSouth managers who participated in the BellSouth Retirement
Savings Plan (BellSouth Plan) automatically began participating in the AT&T Savings Plan

                                                 Benefits Update
(ASP) on Jan. 4, 2008. On March 1, 2008, your existing account balances and existing
loans in the BellSouth Plan will automatically transfer to the ASP. This Benefits Update
provides a reminder of how your existing account balances and loans will automatically
transfer to those new funds.

For more information about the investment funds or the ASP, please see the AT&T
Savings Plan prospectus/summary plan description dated Oct. 1, 2007, and prospectus
supplement/summary of material modifications dated Nov. 1, 2007.




What’s Inside
Page 2   Effective March 1,       Page 3   Account Transactions Not   Page 4   ASP Investment Funds
         2008: Existing Account            Permitted While Balances
         Balances Transfer                 Transfer


IMPORTANT BENEFITS INFORMATION                                                          January 2008
Accounts Transfer to AT&T Savings Plan                                                                             January 2008            |   Page 2



Effective March 1, 2008: Existing Account Balances Transfer
Beginning March 1, 2008, your existing balances in the BellSouth Plan will be automatically transferred to the
AT&T Savings Plan and invested in the investment funds shown in the preceding table. Existing BellSouth Plan
loans will also be transferred to the Plan, and loan repayments will be invested according to your investment
elections in the Plan.
See page 4 for descriptions of the investment options offered under the AT&T Savings Plan.

             Balances for these BellSouth Plan funds…                         … will be invested in these AT&T Savings Plan funds1:
 AT&T Stock Fund                                                             AT&T Shares Fund
 Balanced Fund                                                               AT&T Age-Based Asset Allocation Funds (based on your age)
 Bond Fund                                                                   AT&T Total Return Bond Fund
 Indexed Stock Fund                                                          Large Cap U.S. Stock Index Fund
 Interest Income Fund                                                        AT&T Stable Value Fund
 LifePath Retirement                                                         AT&T Age-Based Asset Allocation Fund 2000
 LifePath 2010                                                               AT&T Age-Based Asset Allocation Fund 2010
 LifePath 2020                                                               AT&T Age-Based Asset Allocation Fund 2020
 LifePath 2030                                                               AT&T Age-Based Asset Allocation Fund 2030
 LifePath 2040                                                               AT&T Age-Based Asset Allocation Fund 2040
 Fidelity Growth and Income2
 Vanguard Growth Index Institutional
 DFA US Large Cap Value II2                                                  AT&T U.S. Stock Fund
 DFA US Small Cap Value2
 T Rowe Price Mid Cap Growth2
 DFA International Value II2                                                 AT&T International Stock Fund
 Fidelity BrokerageLink®2                                                    Fidelity BrokerageLink
 1
     See the BellSouth Plan prospectus/SPD dated April 1, 2006, and the Plan prospectus/SPD dated Oct. 1, 2007, for differences between the
     investment funds (for example, unlike the LifePath funds, the AT&T Age-Based Asset Allocation Funds are actively managed).
 2
     Existing Balances in the BellSouth Plan: If you already have a Fidelity BrokerageLink account under the BellSouth Plan or an approved Fidelity
     BrokerageLink application on file with Fidelity on or before Feb. 15, 2008, your existing balances will transfer to identical funds in the Plan
     Fidelity BrokerageLink fund rather than the Plan funds shown above. No 50 percent maximum will apply to this one-time transfer of existing
     balances from the BellSouth Plan to the Plan.
Accounts Transfer to AT&T Savings Plan                                       January 2008      |   Page 3



                                    Account Transactions Not Permitted
                                    While Balances Transfer
                                    You may perform transactions in your BellSouth Plan account until
                                    3:00 p.m. Central time on Friday, Feb. 29, 2008, at which point the
                                    process of moving your plan balances will begin and access to your
                                    accounts through NetBenefits will be prohibited.
                                    We expect the transition of non-BrokerageLink funds to be complete
                                    by 7:30 a.m. Central time on Monday, March 3, 2008, at which point
                                    you should be able to perform transactions with respect to your non-
                                    BrokerageLink funds in the Plan.
                                    We expect the transition of BrokerageLink funds to be complete by
                                    7:30 a.m. Central time on Thursday, March 6, 2008, at which point you
                                    should be able to perform transactions in your BrokerageLink funds.
                                    We will provide additional information to you as these dates approach
                                    if we determine that you may not be able to access your accounts by
                                    the above dates.
Accounts Transfer to AT&T Savings Plan                                                                     January 2008   |   Page 4



ASP Investment Funds
                                                  Age-Based Asset Allocations
AT&T Age-Based Asset Allocation Funds                                     • AT&T Age-Based Asset Allocation Fund 2000
These are actively managed asset allocation funds that seek to provide    • AT&T Age-Based Asset Allocation Fund 2005
a well-diversified, institutional approach to investing for retirement.   • AT&T Age-Based Asset Allocation Fund 2010
You select a fund based on your expected retirement year. Each
fund gradually adopts a more conservative asset allocation mix as it      • AT&T Age-Based Asset Allocation Fund 2015
approaches its target retirement year. These are not mutual funds.        • AT&T Age-Based Asset Allocation Fund 2020
                                                                          • AT&T Age-Based Asset Allocation Fund 2025
                                                                          • AT&T Age-Based Asset Allocation Fund 2030
                                                                          • AT&T Age-Based Asset Allocation Fund 2035
                                                                          • AT&T Age-Based Asset Allocation Fund 2040
                                                                          • AT&T Age-Based Asset Allocation Fund 2045
                                                                          • AT&T Age-Based Asset Allocation Fund 2050

                                                       Core Investments
Index Funds                                                                    • Large Cap U.S. Stock Index Fund
Each index fund provides a broadly diversified portfolio of small-, mid- and   • Small and Mid-Sized U.S. Stock Index Fund
large-capitalization U.S. equities and international equities. These funds
                                                                               • Total U.S. Stock Market Index Fund
seek to match the rates of return realized by a widely accepted market
index represented by each asset category. These are not mutual funds.          • International Stock Index Fund
Custom Funds                                                                   • AT&T Stable Value Fund
The AT&T custom funds provide a broadly diversified portfolio of stable        • AT&T Total Return Bond Fund
value, fixed income, U.S. equity and international equity investments.
                                                                               • AT&T U.S. Stock Fund
Each fund consists of multiple manager portfolios, which may be actively
or passively managed at institutional rates. These options seek to             • AT&T International Stock Fund
exceed the rates of return realized by a widely accepted market index
represented by each asset category. These are not mutual funds.

Employer Stock                                                                 • AT&T Shares Fund
The fund invests in AT&T Shares, and the performance is directly tied
to the performance of AT&T Shares. Because the fund is a single non-
diversified investment, it may be riskier than other diversified investment
funds. This is not a mutual, diversified or managed fund.

                                              Self-Directed Brokerage Account
Brokerage Window                                                        • Fidelity BrokerageLink, which enables
                                                                        participants to invest in a wide range of
A discount brokerage account allows you to invest in individual stocks,
                                                                        instruments, including:
mutual funds and other investments. Contact the Service Center for
permitted investments. Some restrictions apply. This fund has the       – Mutual Funds
increased risks associated with investing in a brokerage account and
                                                                        – Individual Stocks*
possibly additional fees, depending on the investment.
                                                                        – Corporate and Government Bonds*
                                                                               – Exchange Traded Funds
                                                                               – American Depository Receipts
                                                                               – Certificates of Deposit
                                                                               – Real Estate Investment Trusts
                                                                               * Not issued by AT&T Inc.
Accounts Transfer to AT&T Savings Plan                                                  January 2008         |   Page 5




Distribution: Distributed to            IMPORTANT: This document was written for easy readability and is intended
management participants of and          as a high-level summary of certain plan provisions. Therefore, it may contain
legacy BellSouth managers eligible      generalizations and informal language, such as “AT&T employees,” rather
to enroll in the BellSouth Retirement   than precise legal terms. Also, this document only summarizes benefits, and
Savings Plan as of Nov. 1, 2007, and    individual situations may vary. For full details, including eligibility, you should
legacy BellSouth managers eligible      consult the prospectus/summary plan descriptions, summaries of material
to enroll in the AT&T Savings Plan      modifications or the official plan documents. In all cases, the official plan
effective Dec. 1, 2007.                 documents govern and are the final authority on the terms of the plans.
                                        AT&T reserves the unilateral right to amend, modify or terminate any and
                                        all benefits plans at any time for any reason. Nothing contained in this
                                        document should be construed as creating lifetime benefits. Participation is
                                        neither a contract nor a guarantee of future employment.
AT&T Inc.
and Participating Companies

Human Resources-Benefits
P.O. Box 460582
St. Louis, MO 63146

Forwarding Service Requested
NIN: 78-13052

				
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