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: DE LA VEGA RAFAEL (Pres. & CEO-AT&T Mobility)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	M	70755	$21.20	Acquired	456426	Direct
2012-02-03	Common Stock	M	4311	$23.19	Acquired	460737	Direct
2012-02-03	Common Stock	M	141377	$29.45	Acquired	602114	Direct
2012-02-03	Common Stock	S	216443	$29.9466	Disposed	385671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Non-qualified Stock Option (Right to Buy)	$21.20	M	70755	Disposed	2012-11-25	Common Stock (70755)	Direct
2012-02-03	Non-qualified Stock Option (Right to Buy)	$23.19	M	4311	Disposed	2012-04-22	Common Stock (4311)	Direct
2012-02-03	Non-qualified Stock Option (Right to Buy)	$29.45	M	141377	Disposed	2012-03-01	Common Stock (141377)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1469.3157	Indirect
Common Stock	41840.5054	Indirect

Footnotes

F1: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.94 to $29.96015. 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.