AT&T INC. — Director's Dealing 2013

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2013-01-31

Reporting Person: WATTS DONALD W (Sr. Exec. VP and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	A	702.0496	$34.79	Acquired	28458.303	Indirect
2013-01-31	Common Stock	A	86139.9	—	Acquired	114598.203	Indirect
2013-01-31	Common Stock	F	36137.3599	$34.79	Disposed	78460.8431	Indirect
2013-01-31	Common Stock	D	50002.5401	$34.79	Disposed	28458.303	Indirect
2013-01-31	Common Stock	M	2013	—	Acquired	138659	Direct
2013-01-31	Common Stock	F	2013	$34.79	Disposed	136646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	51739	Acquired		Common Stock (51739)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	2013	Disposed		Common Stock (2013)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7474.8687	Indirect

Footnotes

F1: Represents deferred stock units purchased by the reporting person with automatic payroll deductions and partial company matching contributions. Deferred stock units are settled only in stock on a 1-for-1 basis.

F2: Distribution of performance shares.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Represents performance shares distributed in cash, after taxes.

F5: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

F6: Restricted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest on 1/31/17. Vesting (but not distribution) is accelerated on retirement eligibility.