AT&T INC. — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-02-15

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Employee Stock Option (Right to Buy) - SPDP	$28.24	A	4943	Acquired	2021-02-15	Common Stock (4943)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70588	Direct
Common Stock	5349.9544	Indirect
Common Stock	25956.3743	Indirect

Footnotes

F1: Options were acquired pursuant to the AT&T Stock Purchase and Deferral Plan, where two options are issued for each share purchased by a participant's contributions. Options are exercisable upon termination of employment or one year after issuance whichever is earlier.

F2: Represents number of options granted. Reporting person may purchase one share of Issuer's common stock per option.