AT&T INC. — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-04-30

Reporting Person: AMELIO GILBERT F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-30	Deferred Stock Units	$	A	6285.8141	Acquired		Common Stock (6285.8141)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28.8065	Direct
Common Stock	5374	Indirect

Footnotes

F1: Includes .4109 shares acquired on 02/01/10 at a price of $25.5291 through reinvested dividends under dividend reinvestment plan.

F2: Acquisition of deferred stock units pursuant to the AT&T Inc. Non-Employee Director Stock and Deferral Plan. After the reporting person ceases to be a director, each unit is paid out in cash equal to the value of one share of AT&T common stock at times elected by the director.