AT&T INC. — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-04-30

Reporting Person: CICCONI JAMES W (SrEVP-Ext & Legis Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	M	188145	$28.6828	Acquired	390989	Direct
2012-04-30	Common Stock	S	188145	$32.6054	Disposed	202844	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Non-qualified Stock Option (Right to Buy)	$28.6828	M	188145	Disposed	2012-09-19	Common Stock (188145)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8565.4142	Indirect
Common Stock	0	Indirect

Footnotes

F1: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.60 to $32.63. 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.