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: UPTON PATRICIA P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-29	Deferred Stock Units	$0	A	790.6545	Acquired		Common Stock (790.6545)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14759.9396	Direct

Footnotes

F1: Includes 151.0984 shares acquired on 11/2/2009 at a price of $25.8921 through reinvested dividends under dividend reinvestment plan.

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.