AT&T INC. — Director's Dealing 2010

Apr 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-04-22

Reporting Person: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-22	Restricted Stock Units	$	F	5568.1785	Disposed		Common Stock (5568.1785)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	498429	Direct
Common Stock	1838.519	Indirect
Common Stock	329999.8089	Indirect

Footnotes

F1: Mandatory tax withholding on Restricted Stock Units upon vesting.