AT&T INC. — Director's Dealing 2012

Jul 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-07-26

Reporting Person: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-26	Common Stock	M	171429	$24.44	Acquired	1060616	Direct
2012-07-26	Common Stock	M	8842	$25.28	Acquired	1069458	Direct
2012-07-26	Common Stock	M	47083	$25.80	Acquired	1116541	Direct
2012-07-26	Common Stock	M	12400	$26.46	Acquired	1128941	Direct
2012-07-26	Common Stock	M	32200	$23.74	Acquired	1161141	Direct
2012-07-26	Common Stock	F	220013	$35.33	Disposed	941128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-26	Employee Stock Option (Right to Buy) - 01 IP	$24.44	M	171429	Disposed	2013-01-31	Common Stock (171429)	Direct
2012-07-26	Employee Stock Option (Right to Buy) - SSP	$25.28	M	8842	Disposed	2013-02-01	Common Stock (8842)	Direct
2012-07-26	Employee Stock Option (Right to Buy) - SSP	$25.80	M	47083	Disposed	2013-05-31	Common Stock (47083)	Direct
2012-07-26	Employee Stock Option (Right to Buy) - SSP	$26.46	M	12400	Disposed	2014-01-31	Common Stock (12400)	Direct
2012-07-26	Employee Stock Option (Right to Buy) - SSP	$23.74	M	32200	Disposed	2014-05-30	Common Stock (32200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2918.8381	Indirect
Common Stock	161918.9697	Indirect