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: WATTS DONALD W (Sr. Exec. VP and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	A	803.145	$29.41	Acquired	27706.52	Indirect
2012-02-01	Common Stock	M	21857	$24.44	Acquired	128051	Direct
2012-02-01	Common Stock	M	2948	$25.28	Acquired	130999	Direct
2012-02-01	Common Stock	M	1781	$25.80	Acquired	132780	Direct
2012-02-01	Common Stock	S	26586	$29.7281	Disposed	106194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Employee Stock Option (Right to Buy) - 01 IP	$24.44	M	21857	Disposed	2013-01-31	Common Stock (21857)	Direct
2012-02-01	Employee Stock Option (Right to Buy) - SSP	$25.28	M	2948	Disposed	2013-02-01	Common Stock (2948)	Direct
2012-02-01	Employee Stock Option (Right to Buy) - SSP	$25.80	M	1781	Disposed	2013-05-31	Common Stock (1781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6384.0611	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 $29.72 to $29.74. 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.