AT&T INC. — Director's Dealing 2013

Jan 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2013-01-28

Reporting Person: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-28	Common Stock	M	122020.8215	—	Acquired	122020.8215	Direct
2013-01-28	Common Stock	F	45368.8215	$34.13	Disposed	76652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-28	Restricted Stock Units	$	M	122020.8215	Disposed		Common Stock (122020.8215)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2983.0051	Indirect
Common Stock	174792.0693	Indirect
Common Stock	856128	Indirect

Footnotes

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

F2: Units vest 1/2 on 01/28/2013 and 1/2 on 01/28/2014.