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: ANDERSON REUBEN V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Deferred Stock Units	$	A	5832.4659	Acquired		Common Stock (5832.4659)	Indirect
2012-05-01	Phantom Deferral Shares	$	A	149.2549	Acquired		Common Stock (149.2549)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31369	Direct

Footnotes

F1: Acquisition of deferred stock units pursuant to the AT&T Inc. Non-Employee Director Stock and Deferral Plan. After the reporting person ceases to be a director, each unit is paid out in cash equal to the value of one share of AT&T common stock at times elected by the director.

F2: Dividend equivalents reinvested in additional phantom shares pursuant to various BellSouth Corporation director deferral plans. Upon distribution, each phantom share is paid in cash in an amount equal to the value of one share of AT&T common stock.