AT&T INC. — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-05-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-30	Common Stock	M	1027	$33.15	Acquired	110635	Direct
2012-05-30	Common Stock	F	1012	$33.94	Disposed	109623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-30	Employee Stock Option (Right to Buy) - SSP	$33.15	M	1027	Disposed	2012-06-01	Common Stock (1027)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7120.9273	Indirect
Common Stock	23911.7824	Indirect