Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  STEPHENS JOHN JOSEPH
 2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2011		 3. Issuer Name and Ticker or Trading Symbol
AT&T INC. [T]
(Last)
(First)
(Middle)
208 S. AKARD STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Exec. VP and CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75202		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 163,187
D
 
Common Stock 1,694.4168
I
By 401(k)
Common Stock 30,659.0694
I
By Benefit Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) - 01 IP   (1) 11/19/2011 Common Stock 12,750 $ 39.89 D  
Employee Stock Option (Right to Buy) - 01 IP   (2) 01/25/2012 Common Stock 20,833 $ 35.52 D  
Employee Stock Option (Right to Buy) - SPDP 06/15/2006 06/15/2015 Common Stock 17,378 $ 24.01 D  
Employee Stock Option (Right to Buy) - SPDP 02/15/2007 02/15/2016 Common Stock 5,342 $ 28.32 D  
Employee Stock Option (Right to Buy) - SPDP 06/15/2007 06/15/2016 Common Stock 17,656 $ 27.73 D  
Employee Stock Option (Right to Buy) - SPDP 02/15/2008 02/15/2017 Common Stock 4,026 $ 37.23 D  
Employee Stock Option (Right to Buy) - SPDP 06/15/2008 06/15/2017 Common Stock 14,589 $ 40.28 D  
Employee Stock Option (Right to Buy) - SPDP 02/15/2009 02/15/2018 Common Stock 3,348 $ 37.88 D  
Employee Stock Option (Right to Buy) - SPDP 06/16/2009 06/16/2018 Common Stock 16,241 $ 36.17 D  
Employee Stock Option (Right to Buy) - SPDP 02/17/2010 02/17/2019 Common Stock 6,656 $ 23.22 D  
Employee Stock Option (Right to Buy) - SPDP 06/15/2010 06/15/2019 Common Stock 16,973 $ 24.63 D  
Employee Stock Option (Right to Buy) - SPDP 02/16/2011 02/16/2020 Common Stock 8,454 $ 25.32 D  
Employee Stock Option (Right to Buy) - SPDP 06/15/2011 06/15/2020 Common Stock 38,069 $ 25.54 D  
Employee Stock Option (Right to Buy) - SPDP 02/15/2012 02/15/2021 Common Stock 9,730 $ 28.24 D  
Employee Stock Option (Right to Buy) - SSP 06/01/2002 06/01/2011 Common Stock 4,841 $ 42.05 D  
Employee Stock Option (Right to Buy) - SSP 02/01/2003 02/01/2012 Common Stock 2,100 $ 36.96 D  
Employee Stock Option (Right to Buy) - SSP 06/03/2003 06/01/2012 Common Stock 6,530 $ 33.15 D  
Employee Stock Option (Right to Buy) - SSP 02/02/2005 01/31/2014 Common Stock 4,686 $ 26.46 D  
Employee Stock Option (Right to Buy) - SSP 06/01/2005 05/30/2014 Common Stock 12,478 $ 23.74 D  
Employee Stock Option (Right to Buy) - SSP 02/01/2006 01/30/2015 Common Stock 5,044 $ 23.92 D  
Restricted Stock Units   (3)   (3) Common Stock 27,551 $ 0 D  
Restricted Stock Units   (4)   (4) Common Stock 14,879 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPHENS JOHN JOSEPH
208 S. AKARD STREET
DALLAS, TX 75202		       Sr. Exec. VP and CFO  

Signatures

/s/ John J. Stephens 06/01/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options vest in three equal annual increments beginning on 11/19/2002, the first anniversary date of the grant.
(2) Options vests in three equal annual increments beginning on 1/25/2003, the first anniversary date of the grant.
(3) Units vest on 01/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility.
(4) Units vest 1/2 on 01/28/2013 and 1/2 on 01/28/2014. Vesting (but not distribution) is accelerated on retirement eligibility.
 
Remarks:
Exhibit List:
Exhibit 24 - Power of Attorney

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