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: 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	A	64016.48	—	Acquired	93171.6666	Indirect
2011-01-27	Common Stock	F	20149.7281	$28.13	Disposed	73021.9385	Indirect
2011-01-27	Common Stock	D	21933.7519	$28.13	Disposed	51088.1866	Indirect
2011-01-27	Common Stock	M	1110	$28.13	Acquired	52198.1866	Indirect
2011-01-27	Common Stock	F	1110	$28.13	Disposed	29155.1866	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Restricted Stock Units	$	A	49769	Acquired		Common Stock (49769)	Direct
2011-01-27	Restricted Stock Units	$	M	1110	Disposed		Common Stock (1110)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	302583.2951	Direct
Common Stock	7652.1848	Indirect
Common Stock	5.7412	Indirect
Common Stock	664.9643	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: Mandatory tax withholding on vesting of Restricted Stock Units.

F5: Reflects transfer of 21,933 shares from indirect to direct due to distribution of performance shares.

F6: 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