AT&T INC. — Director's Dealing 2011

Jan 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STANKEY JOHN T (Pres. & CEO, AT&T Corp.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	A	86879.76	—	Acquired	128413.8921	Indirect
2011-01-27	Common Stock	F	29043.6692	$28.13	Disposed	99370.2229	Indirect
2011-01-27	Common Stock	D	28918.0908	$28.13	Disposed	41534.1312	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Restricted Stock Units	$	A	77320	Acquired		Common Stock (77320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	281668	Direct
Common Stock	2658.6538	Indirect
Common Stock	100566	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 28,918 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 on 01/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility