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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	A	45726.56	—	Acquired	70881.745	Indirect
2011-01-27	Common Stock	F	13467.8214	$28.13	Disposed	57413.9236	Indirect
2011-01-27	Common Stock	D	16129.7386	$28.13	Disposed	41284.185	Indirect
2011-01-27	Common Stock	M	1348	$28.13	Acquired	42632.185	Indirect
2011-01-27	Common Stock	F	1348	$28.13	Disposed	25155.185	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Restricted Stock Units	$	A	60434	Acquired		Common Stock (60434)	Direct
2011-01-27	Restricted Stock Units	$	M	1348	Disposed		Common Stock (1348)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70590	Direct
Common Stock	5349.9544	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 16,129 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