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: COUGHLIN CATHERINE M (Sr.EVP & Global Mktg. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	M	908	—	Acquired	909.5517	Direct
2012-01-26	Common Stock	A	74787.84	—	Acquired	115573.8059	Indirect
2012-01-26	Common Stock	F	24102.8432	$29.45	Disposed	91470.9627	Indirect
2012-01-26	Common Stock	D	25342.9968	$29.45	Disposed	40785.9659	Indirect
2012-01-26	Common Stock	F	908	$29.45	Disposed	25343.5517	Direct
2012-01-27	Common Stock	G	2000	—	Disposed	60053	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Restricted Stock Units (2012)	$0	A	40747	Acquired		Common Stock (40747)	Direct
2012-01-26	Restricted Stock Units (2012)	$0	M	908	Disposed		Common Stock (908)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1866.7566	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: Mandatory tax withholding on vesting of Restricted Stock Units.

F5: Reflects transfer of 25,342 shares owned indirectly in benefit plan to direct ownership due to distribution of performance shares.

F6: Restricted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vested on 1/26/2012 and will distribute on 1/26/2016.