AT&T INC. — Director's Dealing 2011

Nov 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	A	1252.1606	$29.31	Acquired	35207.5796	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	147373	Direct
Common Stock	1847.4576	Indirect

Footnotes

F1: Represents shares purchased by the reporting person with automatic payroll deductions and partial company matching contributions in the form of deferred stock units settled only in stock on a 1-for-1 basis.

F2: Amount reflects adjustment to total holdings, which were overstated on a prior filing.