AT&T INC. — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-02-03

Reporting Person: AMELIO GILBERT F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Deferred Stock Units	$	I	4338.8461	Acquired		Common Stock (4338.8461)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31.5946	Direct
Common Stock	3074	Indirect

Footnotes

F1: Conversion of cash deferral account (under the AT&T Inc. Non-Employee Director Stock and Deferral Plan) to deferred stock units. After the reporting person ceases to be a director, each unit is paid out in cash equal to the value of one share of AT&T common stock at times elected by the director.