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AT&T INC. Director's Dealing 2012

Feb 2, 2012

29786_dirs_2012-02-02_ff475859-4b4f-420b-932b-d5550828aebf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-01-31

Reporting Person: MILLER FORREST E (Grp.Pres.-Corp. Strat. & Dev.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-31 Common Stock A 1071.3981 $29.41 Acquired 59324.623 Indirect
2012-01-31 Common Stock S 22059 $29.4796 Disposed 82081 Indirect
2012-02-01 Common Stock S 44157 $29.8509 Disposed 37924 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 164815 Direct
Common Stock 1773.8407 Indirect
Common Stock 85 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 $29.47097 to $29.48026. 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: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.84 to $29.89. 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.