Cost Basis Guide

Information on Acquisition of BellSouth Corp

On March 5, 2006, AT&T Inc. (AT&T) announced its historic agreement to acquire the BellSouth Corporation (BellSouth) in an all-stock transaction. The acquisition of BellSouth by AT&T was completed on December 29, 2006.

Below is important information about the conversion of shares of BellSouth common stock to shares of AT&T common stock.

BellSouth Stockholder

Under the terms of the acquisition, each share of BellSouth common stock was converted into 1.325 share of AT&T common stock. Your shares representing BellSouth common stock will be processed as indicated below:

Holders of Uncertificated Shares of BellSouth Common Stock

No action is required by you. Your uncertificated shares of BellSouth common stock have been automatically exchanged. Our transfer agent, Computershare, will mail you a Transaction Advice Form. The Transaction Advice Form will show how many uncertificated shares were automatically credited to your AT&T account. Any dividends or distributions declared by the AT&T board of directors will be distributed on the uncertificated shares that were automatically exchanged.

Because AT&T does not issue fractional shares, unless you participate in the DirectSERVICE Investment Program for Stockholders of AT&T Inc. (DRP), you will receive a check for cash-in-lieu of the AT&T fractional share that resulted from the conversion of your BellSouth shares.

Holders of Certificated Shares of BellSouth Common Stock

In order to ensure the proper registration of your ownership of AT&T common stock, you must submit your certificates representing shares of BellSouth common stock for exchange. You will receive an Exchange Form from Computershare. You must return this form, along with your BellSouth stock certificates.

Under the terms of the agreement governing the acquisition, AT&T will withhold dividends and distributions on AT&T common stock until the related BellSouth certificates are exchanged.

If you have lost any of your BellSouth stock certificates, see our frequently asked questions section.

Participants in the BellSouth Direct Investment Plan

If you were a participant in the BellSouth Direct Investment Plan and you held uncertificated shares, your investment elections have been transferred to the DirectSERVICE Investment Program for Stockholders of AT&T (the DRP). Any fractional share due to you will be aggregated and held on your behalf by the DRP Plan Administrator. These fractional shares will be shown on your account and, when you acquire a whole share, will be credited to your account.

If you hold BellSouth certificated shares, you will received an Exchange Form with instructions on how to complete the exchange process for the BellSouth certificated shares. The fractional share that results from the conversion of the certificated shares will be paid in cash.

More Information

For more information about the exchange process, you can view our frequently asked questions section or call Computershare at 1‑877‑224‑0464 (in the U.S., Puerto Rico and Canada) or 1-781-575-4729 (outside the U.S. and Canada). You may also visit Computershare's Web site at www.computershare.com/att.