AT&T INC. — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-02-15

Reporting Person: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Employee Stock Option (Right to Buy) - SPDP	$28.24	A	401797	Acquired	2021-02-15	Common Stock (401797)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	586571	Direct
Common Stock	1949.0913	Indirect
Common Stock	357772.7105	Indirect

Footnotes

F1: Options were acquired pursuant to the AT&T Stock Purchase and Deferral Plan, where two options are issued for each share purchased by a participant's contributions. Options are exercisable upon termination of employment or one year after issuance whichever is earlier.

F2: Represents number of options granted. Reporting person may purchase one share of Issuer's common stock per option.