AT&T INC. — Director's Dealing 2011

Jan 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	A	274356.72	—	Acquired	624895.0023	Indirect
2011-01-27	Common Stock	F	98051.838	$28.13	Disposed	526843.1643	Indirect
2011-01-27	Common Stock	D	88152.882	$28.13	Disposed	438690.2823	Indirect
2011-01-27	Common Stock	M	5055	$28.13	Acquired	443745.2823	Indirect
2011-01-27	Common Stock	F	5055	$28.13	Disposed	350538.3823	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Restricted Stock Units	$	A	226626	Acquired		Common Stock (226626)	Direct
2011-01-27	Restricted Stock Units	$	M	5055	Disposed		Common Stock (5055)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	586581	Direct
Common Stock	1949.0913	Indirect

Footnotes

F1: Total performance shares distributed.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Represents portion of the performance shares distributed in cash, after taxes.

F4: Mandatory tax withholding on vesting of Restricted Stock Units.

F5: Reflects transfer of 88,152 shares from indirect to direct due to distribution of performance shares.

F6: Restricted stock units acquired pursuant to 2006 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vest on 01/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility