AT&T INC. — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-02-13

Reporting Person: Geisse Andrew M (Sr Exec VP ATT Bus & Home Sol)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	123	$30.02	Acquired	23814	Direct
2012-02-13	Common Stock	F	123	$30.02	Disposed	23691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Restricted Stock Units (2012)	$0	A	5518	Acquired		Common Stock (5518)	Direct
2012-02-13	Restricted Stock Units (2012)	$0	M	123	Disposed		Common Stock (123)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2245.4635	Indirect
Common Stock	36795.7044	Indirect
Common Stock	23982	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of Restricted Stock Units.

F2: Units vest on 01/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.