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: COUGHLIN CATHERINE M (Sr.EVP & Global Mktg. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	A	739.3415	$29.41	Acquired	41525.3074	Indirect
2012-02-02	Common Stock	M	27143	$24.44	Acquired	52486.5517	Direct
2012-02-02	Common Stock	M	3825	$25.28	Acquired	56311.5517	Direct
2012-02-02	Common Stock	M	455	$25.80	Acquired	56766.5517	Direct
2012-02-02	Common Stock	S	31423	$29.7889	Disposed	25343.5517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Employee Stock Option (Right to Buy) - 01 IP	$24.44	M	27143	Disposed	2013-01-31	Common Stock (27143)	Direct
2012-02-02	Employee Stock Option (Right to Buy) - SSP	$25.28	M	3825	Disposed	2013-02-01	Common Stock (3825)	Direct
2012-02-02	Employee Stock Option (Right to Buy) - SSP	$25.80	M	455	Disposed	2013-05-31	Common Stock (455)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1866.7566	Indirect
Common Stock	60053	Indirect

Footnotes

F1: Represents deferred stock units purchased by the reporting person with automatic payroll deductions and partial company matching contributions. Deferred stock units are settled only in stock on a 1-for-1 basis.

F2: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.78 to $29.79019. The reporting person undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Options vest in three equal annual increments beginning on 01/31/2004, the first anniversary date of the grant.