AT&T INC. — Director's Dealing 2010

Mar 1, 2010

SEC Form 4/A — Form 4/A

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-01-28

Reporting Person: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-28	Common Stock	A	269524.25	—	Acquired	333713.8925	Indirect
2010-01-28	Common Stock	D	86687.1305	$25.54	Disposed	247026.762	Indirect
2010-01-28	Common Stock	F	96150.1195	$25.54	Disposed	150876.6425	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	497240	Direct

Footnotes

F1: Total performance shares distributed.

F2: Represents portion of the performance shares distributed in cash, after taxes.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Reflects transfer of 86,687 shares from indirect to direct due to distribution of performance shares.