AT&T INC. — Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2011-02-28

Reporting Person: COUGHLIN CATHERINE M (Sr.EVP & Global Mktg. Officer)

Non-Derivative Transactions

Holdings (Non-Derivative)

Footnotes

F1: Represents shares purchased by the reporting person with automatic deductions from payroll and, to a limited extent, company matching contributions, in the form of deferred stock units settled only in stock on a 1-for-1 basis as provided for in the plan.

F2: Includes .0217 shares acquired on 2/1/2011 at a price of $27.6516 through reinvested dividends under dividend reinvestment plan.

F3: Reflects transfer of 14,362 shares owned directly to indirect ownership by trust.