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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Geisse Andrew M
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2012
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 ATT Bus & Home Sol
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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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) - 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Geisse Andrew M
208 S. AKARD STREET
DALLAS, TX 75202
      Sr Exec VP ATT Bus & Home Sol  

Signatures

/s/ Andrew M. Geisse 02/07/2012
**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) 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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.