AT&T INC. — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STANKEY JOHN T (Pres. & CEO, AT&T Corp.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	A	866.0891	$29.41	Acquired	46559.9256	Indirect
2012-01-31	Common Stock	M	53905	$24.44	Acquired	310019	Direct
2012-01-31	Common Stock	M	2807	$25.28	Acquired	312826	Direct
2012-01-31	Common Stock	M	654	$25.80	Acquired	313480	Direct
2012-01-31	Common Stock	S	57366	$29.50	Disposed	256114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Option (Right to Buy) - IP	$24.44	M	53905	Disposed	2013-01-31	Common Stock (53905)	Direct
2012-01-31	Employee Stock Option (Right to Buy) - SSP	$25.28	M	2807	Disposed	2013-02-01	Common Stock (2807)	Direct
2012-01-31	Employee Stock Option (Right to Buy) - SSP	$25.80	M	654	Disposed	2013-05-31	Common Stock (654)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3244.9756	Indirect
Common Stock	157190	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 $29.50 to $29.505. 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: Options vest in three equal annual increments beginning on 01/31/2004, the first anniversary date of the grant.