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: MADONNA JON C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Deferred Stock Units	$	A	4956.7059	Acquired		Common Stock (4956.7059)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14573	Indirect

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.