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AT&T INC. Director's Dealing 2011

Feb 10, 2011

29786_dirs_2011-02-10_e0492c91-0483-4844-b7d9-879bff3bd777.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

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

Reporting Person: WATTS DONALD W (Sr. Exec. VP and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	F	13471.5989	$28.13	Disposed	57410.1461	Indirect
2011-01-27	Common Stock	D	16127.9611	$28.13	Disposed	41282.185	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70588	Direct

Footnotes

F1: Mandatory tax withholding on distribution of performance shares.

F2: Represents portion of the performance shares distributed in cash, after taxes.

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.