AT&T INC. — Director's Dealing 2011

Jun 2, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-06-01

Reporting Person: STEPHENS JOHN JOSEPH (Sr. Exec. VP and CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	163187	Direct
Common Stock	1694.4168	Indirect
Common Stock	30659.0694	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy) - 01 IP	$39.89	2011-11-19	Common Stock (12750)		Direct
Employee Stock Option (Right to Buy) - 01 IP	$35.52	2012-01-25	Common Stock (20833)		Direct
Employee Stock Option (Right to Buy) - SPDP	$24.01	2015-06-15	Common Stock (17378)		Direct
Employee Stock Option (Right to Buy) - SPDP	$28.32	2016-02-15	Common Stock (5342)		Direct
Employee Stock Option (Right to Buy) - SPDP	$27.73	2016-06-15	Common Stock (17656)		Direct
Employee Stock Option (Right to Buy) - SPDP	$37.23	2017-02-15	Common Stock (4026)		Direct
Employee Stock Option (Right to Buy) - SPDP	$40.28	2017-06-15	Common Stock (14589)		Direct
Employee Stock Option (Right to Buy) - SPDP	$37.88	2018-02-15	Common Stock (3348)		Direct
Employee Stock Option (Right to Buy) - SPDP	$36.17	2018-06-16	Common Stock (16241)		Direct
Employee Stock Option (Right to Buy) - SPDP	$23.22	2019-02-17	Common Stock (6656)		Direct
Employee Stock Option (Right to Buy) - SPDP	$24.63	2019-06-15	Common Stock (16973)		Direct
Employee Stock Option (Right to Buy) - SPDP	$25.32	2020-02-16	Common Stock (8454)		Direct
Employee Stock Option (Right to Buy) - SPDP	$25.54	2020-06-15	Common Stock (38069)		Direct
Employee Stock Option (Right to Buy) - SPDP	$28.24	2021-02-15	Common Stock (9730)		Direct
Employee Stock Option (Right to Buy) - SSP	$42.05	2011-06-01	Common Stock (4841)		Direct
Employee Stock Option (Right to Buy) - SSP	$36.96	2012-02-01	Common Stock (2100)		Direct
Employee Stock Option (Right to Buy) - SSP	$33.15	2012-06-01	Common Stock (6530)		Direct
Employee Stock Option (Right to Buy) - SSP	$26.46	2014-01-31	Common Stock (4686)		Direct
Employee Stock Option (Right to Buy) - SSP	$23.74	2014-05-30	Common Stock (12478)		Direct
Employee Stock Option (Right to Buy) - SSP	$23.92	2015-01-30	Common Stock (5044)		Direct
Restricted Stock Units	$0		Common Stock (27551)		Direct
Restricted Stock Units	$0		Common Stock (14879)		Direct

Footnotes

F1: Options vest in three equal annual increments beginning on 11/19/2002, the first anniversary date of the grant.

F2: Options vests in three equal annual increments beginning on 1/25/2003, the first anniversary date of the grant.

F3: Units vest on 01/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility.

F4: Units vest 1/2 on 01/28/2013 and 1/2 on 01/28/2014. Vesting (but not distribution) is accelerated on retirement eligibility.