AT&T INC. — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	M	1345	$33.15	Acquired	1346.5738	Direct
2012-05-25	Common Stock	F	1334	$33.64	Disposed	12.5738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Employee Stock Option (Right to Buy) - SSP	$33.15	M	1345	Disposed	2012-06-01	Common Stock (1345)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2116.2726	Indirect
Common Stock	37784.1749	Indirect
Common Stock	88380	Indirect