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AT&T INC. Director's Dealing 2010

Feb 1, 2010

29786_dirs_2010-02-01_6487257f-86c8-497c-a88b-b97c74de7df0.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: CALLAWAY JAMES W (Sr.Exec.VP-Exec. Oprs.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-28 Common Stock A 66958 Acquired 46090.9533 Indirect
2010-01-28 Common Stock F 20799.9395 $25.54 Disposed 25291.0138 Indirect
2010-01-28 Common Stock D 23079.0605 $25.54 Disposed 2211.9533 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-28 Restricted Stock Units $0 A 34260 Acquired Common Stock (34260) Direct
2010-01-28 Restricted Stock Units $0 F 497 Disposed Common Stock (497) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 43966 Direct
Common Stock 31517.481 Indirect
Common Stock 204932 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 23,079 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.