AT&T INC. — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-01-29

Reporting Person: KELLY JAMES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Deferred Stock Units	$0	A	580.1353	Acquired		Common Stock (580.1353)	Indirect
2010-02-01	Phantom Deferral Shares	$0	A	42.816	Acquired		Common Stock (42.816)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5967	Direct

Footnotes

F1: 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.

F2: Dividend equivalents reinvested pursuant to various BellSouth Corporation director deferral plans. Upon distribution, each unit is converted into the equivalent value in cash of one share of AT&T common stock.