AT&T INC. — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-02-15

Reporting Person: STEPHENS JOHN JOSEPH (Sr. Exec. VP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Employee Stock Option (Right to Buy) - SPDP	$29.87	A	2373	Acquired	2022-02-15	Common Stock (2373)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159828	Direct
Common Stock	1874.2278	Indirect
Common Stock	37940.1263	Indirect

Footnotes

F1: Options were acquired pursuant to the AT&T Stock Purchase and Deferral Plan, where two options are issued for each share purchased by a participant's contributions. Options are exercisable upon termination of employment or one year after issuance whichever is earlier.

F2: Represents number of options granted. Reporting person may purchase one share of Issuer's common stock per option.