AT&T INC. — Director's Dealing 2011

Feb 10, 2011

SEC Form 4/A — Form 4/A

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-01-27

Reporting Person: WILKINS RAYFORD JR (CEO-AT&T Diversified Bus.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	D	21929.9736	$28.13	Disposed	51084.1866	Indirect
2011-01-27	Common Stock	F	20157.5064	$28.13	Disposed	30926.6802	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	302579.2951	Direct

Footnotes

F1: Represents portion of the performance shares distributed in cash, after taxes.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Amended to reflect actual shares withheld as a result of re-calculation of shares needed to satisfy federal taxes on distribution of performance shares.