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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock	A	3725.4655	$31.12	Acquired	150787.0587	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	725693	Direct
Common Stock	2377.5945	Indirect

Footnotes

F1: 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.