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: STANKEY JOHN T (Pres. & CEO, AT&T Corp.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-21	Common Stock	G	1340	—	Disposed	129058	Indirect
2011-04-29	Common Stock	A	776.6447	$31.12	Acquired	42100.7924	Indirect
2011-04-29	Common Stock	G	1000	—	Disposed	128058	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	252750	Direct
Common Stock	3035.311	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.