AT&T INC. — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	466207.68	—	Acquired	486716.8934	Indirect
2012-01-26	Common Stock	F	167965.1178	$29.45	Disposed	318751.7756	Indirect
2012-01-26	Common Stock	D	149121.5622	$29.45	Disposed	169630.2134	Indirect
2012-01-26	Common Stock	M	4828	—	Acquired	879642	Direct
2012-01-26	Common Stock	F	4828	$29.45	Disposed	874814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Restricted Stock Units (2012)	$0	A	216469	Acquired		Common Stock (216469)	Direct
2012-01-26	Restricted Stock Units (2012)	$0	M	4828	Disposed		Common Stock (4828)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2466.7293	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: Reflects transfer of 149,121 shares owned indirectly in benefit plan to direct ownership due to distribution of performance shares.

F5: Mandatory tax withholding on vesting of Restricted Stock Units.

F6: Restricted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vested on 1/26/2012 and will distribute on 1/26/2016.