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: WILKINS RAYFORD JR (CEO-AT&T Diversified Bus.)

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	8551	Acquired	2020-02-16	Common Stock (8551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	273823.7193	Direct
Common Stock	7206.899	Indirect
Common Stock	28989.9219	Indirect
Common Stock	5.4106	Indirect
Common Stock	624.8366	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.