X0303 4/A 2009-01-29 2009-02-02 0000732717 AT&T INC. T 0001183428 STEPHENSON RANDALL L 208 S. AKARD STREET DALLAS TX 75202 1 1 Chairman, CEO and President Common Stock 2009-01-29 4 A 0 63162 0 A 321606.298 D Common Stock 2009-01-29 4 A 0 194542.16 0 A 447652.3323 I By Benefit Plan Common Stock 2009-01-29 4 A 0 63162 0 D 384490.3323 I By Benefit Plan Common Stock 2009-01-29 4 D 0 63162.1559 24.71 D 321328.1764 I By Benefit Plan Common Stock 2009-01-29 4 F 0 68218.0041 24.71 D 253110.1723 I By Benefit Plan Reflects change in ownership from indirect to direct due to distribution of performance shares. Amended to reflect actual shares withheld as a result of re-calculation of shares needed to satisfy federal taxes on distribution of performance shares. Total performance shares distributed. Represents portion of the performance shares distributed in issuer's shares, after taxes. Represents portion of the performance shares distributed in cash, after taxes. Mandatory tax withholding on distribution of performance shares. by Ann E. Meuleman, Secy., Attorney-in-fact 2009-02-26