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AT&T INC. Director's Dealing 2010

Feb 1, 2010

29786_dirs_2010-02-01_8a87ec3a-062e-4372-9a33-5282a1faf404.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-01-28

Reporting Person: BLASE WILLIAM A JR (Sr. Exec. VP-Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-28 Common Stock A 49890 Acquired 53398.1974 Indirect
2010-01-28 Common Stock F 14603.087 $25.54 Disposed 38795.1104 Indirect
2010-01-28 Common Stock D 17643.913 $25.54 Disposed 21151.1974 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-28 Restricted Stock Units $0 A 65583 Acquired Common Stock (65583) Direct
2010-01-28 Restricted Stock Units $0 F 951 Disposed Common Stock (951) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 38841 Direct
Common Stock 2374.469 Indirect
Common Stock 73228 Indirect

Footnotes

F1: Total performance shares distributed.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Represents portion of the performance shares distributed in cash, after taxes.

F4: Reflects transfer of 17,643 shares from indirect to direct due to distribution of performance shares.

F5: Restricted stock units acquired pursuant to 2006 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vest 1/2 on 01/28/2013 and 1/2 on 01/26/2014. Vesting (but not distribution) is accelerated on retirement eligibility.

F6: Mandatory tax withholding on Restricted Stock Units.