AT&T INC. — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-01-31

Reporting Person: AMELIO GILBERT F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Deferred Stock Units	$	A	1590.8786	Acquired		Common Stock (1590.8786)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31.5946	Direct
Common Stock	3074	Indirect

Footnotes

F1: Includes .4048 shares acquired on 11/1/2011 at a price of $29.3496 through reinvested dividends under dividend reinvestment plan.

F2: 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.