AT&T INC. — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-04-29

Reporting Person: UPTON PATRICIA P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-29	Deferred Stock Units	$	A	784.3994	Acquired		Common Stock (784.3994)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15548.077	Direct

Footnotes

F1: Includes 160.4914 shares acquired on 2/1/2011 at a price of $27.6516 through reinvested dividends under dividend reinvestment plan.

F2: Acquisition of deferred stock units pursuant to the AT&T Inc. Non-Employee Director Stock and Deferral Plan. After the reporting person ceases to be a director, each unit is paid out in cash equal to the value of one share of AT&T common stock at times elected by the director.