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: ALDINGER WILLIAM F III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Deferred Stock Units	$0	A	320.4847	Acquired		Common Stock (320.4847)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Direct
Common Stock	5000	Indirect
Common Stock	26735	Indirect

Footnotes

F1: Reflects transfer of 3,599 shares owned directly to indirect ownership by trust.

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.