AT&T INC. — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-07-29

Reporting Person: STEPHENS JOHN JOSEPH (Sr. Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock	F	15724	$29.52	Disposed	147463	Direct
2011-07-29	Common Stock	A	1152.085	$29.26	Acquired	32417.0761	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1750.3661	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of restricted stock.

F2: Represents shares purchased by the reporting person with automatic deductions from payroll and, to a limited extent, company matching contributions, in the form of deferred stock units settled only in stock on a 1-for-1 basis as provided for in the plan.