AT&T INC. — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-02-16

Reporting Person: SPEARS RONALD (Pres. & CEO, AT&T Corp.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Employee Stock Option (right to buy) - SPDP	$25.32	A	1839	Acquired	2020-02-16	Common Stock (1839)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27533.32	Direct
Common Stock	2560.562	Indirect
Common Stock	2456.1989	Indirect
Common Stock	9100	Indirect

Footnotes

F1: Options were acquired pursuant to the AT&T Stock Purchase and Deferral Plan, where two options are issued for each share purchased by a participant's contributions. Options are exercisable upon termination of employment or one year after issuance whichever is earlier.

F2: Represents number of options granted. Reporting person may purchase one share of Issuer's common stock per option.