AT&T INC. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4/A — Form 4/A

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

Reporting Person: CICCONI JAMES W (SrEVP-Ext & Legis Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	D	37964.874	$29.45	Disposed	0	Indirect
2012-01-26	Common Stock	F	50337.086	$29.45	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	219922	Direct

Footnotes

F1: Represents portion of the performance shares distributed in cash, after taxes.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Amended to reflect actual shares withheld as a result of re-calculation of shares needed to satisfy federal taxes on distribution of performance shares.