SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Geisse Andrew M (Last) (First) (Middle) 208 S. AKARD STREET (Street) DALLAS TX 75202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2012	3. Issuer Name and Ticker or Trading Symbol AT&T INC. [ T ]
		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 ATT Bus & Home Sol	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	23,679	D
Common Stock	2,245.4635	I	By 401(k)
Common Stock	36,795.7044	I	By Benefit Plan
Common Stock	23,982	I	By Joint Trust

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: 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) - SPDP	02/15/2008	02/15/2017	Common Stock	748	$37.23	D
Employee Stock Option (Right to Buy) - SPDP	06/15/2008	06/15/2017	Common Stock	739	$40.28	D
Employee Stock Option (Right to Buy) - SPDP	02/15/2009	02/15/2018	Common Stock	1,078	$37.88	D
Employee Stock Option (Right to Buy) - SPDP	06/16/2009	06/16/2018	Common Stock	823	$36.17	D
Employee Stock Option (Right to Buy) - SPDP	02/17/2010	02/17/2019	Common Stock	1,622	$23.22	D
Employee Stock Option (Right to Buy) - SPDP	06/15/2010	06/15/2019	Common Stock	1,312	$24.63	D
Employee Stock Option (Right to Buy) - SPDP	02/16/2011	02/16/2020	Common Stock	1,853	$25.32	D
Employee Stock Option (Right to Buy) - SPDP	06/15/2011	06/15/2020	Common Stock	1,317	$25.54	D
Employee Stock Option (Right to Buy) - SPDP	02/15/2012	02/15/2021	Common Stock	1,871	$28.24	D
Employee Stock Option (Right to Buy) - SSP	02/01/2003	02/01/2012	Common Stock	2,495	$36.96	D
Employee Stock Option (Right to Buy) - SSP	06/03/2003	06/01/2012	Common Stock	1,334	$33.15	D
Restricted Stock Units	(1)	(1)	Common Stock	15,253	$0	D
Restricted Stock Units	(2)	(2)	Common Stock	8,374	$0	D
Restricted Stock Units	(2)	(2)	Common Stock	8,373	$0	D
Restricted Stock Units (2012)	(3)	(3)	Common Stock	14,525	$0	D

Explanation of Responses:

1. Units vest on 1/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility.

2. Units vest 1/2 on 1/28/2013 and 1/2 on 1/28/2014. Vesting (but not distribution) is accelerated on retirement eligibility.

3. Units vest on 01/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Andrew M. Geisse	02/07/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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