AT&T INC. — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	A	801.1893	$27.52	Acquired	25956.3743	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70590	Direct
Common Stock	5349.9544	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.