AT&T INC. — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-04-30

Reporting Person: SPEARS RONALD (Pres. & CEO, AT&T Corp.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	A	180.677	$26.06	Acquired	2907.4494	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27533.32	Direct
Common Stock	3699.448	Indirect
Common Stock	9100	Indirect

Footnotes

F1: Automatic purchase of shares by the reporting person with payroll deductions and, to a limited extent, company matching contributions, in the form of deferred stock units settled only in stock on a 1-for-1 basis as provided for in the plan.