AT&T INC. — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WILKINS RAYFORD JR (CEO-AT&T Diversified Bus.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	108781.44	—	Acquired	103509.0256	Indirect
2012-01-26	Common Stock	F	36580.713	$29.45	Disposed	66928.3126	Indirect
2012-01-26	Common Stock	D	36100.727	$29.45	Disposed	30827.5856	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	345861.0744	Direct
Common Stock	8059.7595	Indirect
Common Stock	6.0654	Indirect
Common Stock	704.7338	Indirect

Footnotes

F1: Total performance shares distributed.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Represents portion of the performance shares distributed in cash, after taxes.

F4: Reflects transfer of 36,100 shares owned indirectly in benefit plan to direct ownership due to distribution of performance shares.