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: MARTIN LYNN M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-29	Deferred Stock Units	$	A	5610.2724	Acquired		Common Stock (5610.2724)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	789	Indirect

Footnotes

F1: Acquisition of deferred stock units pursuant to the AT&T Inc. Non-Employee Director Stock and Deferral Plan. After the reporting person ceases to be a director, each unit is paid out in cash equal to the value of one share of AT&T common stock at times elected by the director.