SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                           ----------------------


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported):  FEBRUARY 22, 2000
                                                       (FEBRUARY 18, 2000)


                          STERLING COMMERCE, INC.
        -----------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


            DELAWARE                    1-14196              75-2623341
 ----------------------------        ------------       -------------------
 (State or Other Jurisdiction        (Commission           (IRS Employer
       of Incorporation)             File Number)       Identification No.)


        300 CRESCENT COURT, SUITE 1200, DALLAS, TEXAS       75201
        -----------------------------------------------------------
        (Address of principal executive offices)         (zip code)


    Registrant's telephone number, including area code:  (214) 981-1100


                               NOT APPLICABLE
       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


 ITEM 5.   OTHER EVENTS.

           On February 18, 2000, Sterling Commerce, Inc., a Delaware
 corporation (the "Company"), SBC Communications, Inc., a Delaware
 corporation ("SBC"), and SBC Silver, Inc., a Delaware corporation and a
 wholly owned subsidiary of SBC ("Tender Subsidiary"), entered into an
 Agreement and Plan of Merger (the "Merger Agreement"), providing for
 transactions that will cause a change of control of the Company and
 ultimately lead to the Company becoming a wholly owned subsidiary of SBC.
 Copies of the Merger Agreement and the joint press release issued in
 connection therewith are attached hereto as Exhibit 2.1 and Exhibit 99.1,
 respectively, and are incorporated herein by reference.

           Under the terms of the Merger Agreement, Tender Subsidiary will
commence a tender offer (the "Offer") to acquire all of the Company's
outstanding shares of common stock, par value $.01 per share, together with
the associated rights to purchase the Company's Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Company
Common Stock"), at a price of $44.25 per share, net to the stockholders in
cash. The obligations of Tender Subsidiary to consummate the Offer and to
accept for payment and to pay for shares of Company Common Stock validly
tendered on or prior to the expiration of the Offer and not withdrawn will
be subject to the following conditions, among others: (i) there being
validly tendered and not withdrawn immediately prior to the expiration of
the Offer that number of shares of Company Common Stock which represents at
least a majority of the shares of Company Common Stock on a fully diluted
basis (excluding options not exercisable at the time the Offer is
consummated) and (ii) the expiration of (or the termination of the
applicable waiting periods under) the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, as well as the Swedish Competition
Act and the German Competition Act.

           Pursuant to the Merger Agreement, following the completion of the
 Offer and the satisfaction or waiver of certain other conditions, Tender
 Subsidiary will be merged with and into the Company (the "Merger") with the
 Company being the surviving corporation.  In the Merger, each outstanding
 share of Company Common Stock (other than shares held by SBC and Tender
 Subsidiary and by stockholders who perfect appraisal rights under Delaware
 law), will be converted into the right to receive cash in the amount of
 $44.25.

           Concurrently with the execution of the Merger Agreement, certain
 stockholders of the Company (the "Stockholders") holding approximately 9%
 of the outstanding Company Common Stock on a fully diluted basis entered
 into a stockholders agreement (the "Stockholders Agreement") with SBC and
 Tender Subsidiary pursuant to which each Stockholder agreed, among other
 things, to tender all of such Stockholder's shares of Company Common Stock
 in the Offer, to vote all of such shares in favor of the approval and
 adoption of the Merger Agreement and to grant SBC a voting proxy in
 connection therewith. A copy of the Stockholders Agreement is attached
 hereto as Exhibit 2.2 and is incorporated herein by reference.


 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS.

 (c)  Exhibits.

 No.       Description
 ---       -----------
 2.1       Agreement and Plan of Merger, dated as of February 18, 2000,
           among  SBC Communications, Inc., SBC Silver, Inc. and Sterling
           Commerce, Inc.

 2.2       Stockholder's Agreement, dated as of February 18, 2000, among SBC
           Communications, Inc., SBC Silver, Inc. and certain stockholders
           of Sterling Commerce, Inc. listed on the signature pages thereof.

 99.1      Joint Press Release of Sterling Commerce, Inc. and SBC
           Communications, Inc., dated February 22, 2000.



                                 SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.


                               STERLING COMMERCE, INC.

                               By:  /s/ Albert K. Hoover
                                  ------------------------------------
                               Name:  Albert K. Hoover
                               Title: Executive Vice President, General
                                         Counsel and Secretary


 Dated: February 22, 2000



                               EXHIBIT INDEX


 Exhibit No.    Description
 -----------    -----------

     2.1        Agreement and Plan of Merger, dated as of February 18,
                2000, among SBC Communications, Inc., SBC Silver, Inc. and
                Sterling Commerce, Inc.

     2.2        Stockholder's Agreement, dated as of February 18, 2000,
                among SBC Silver, Inc. and certain stockholders of Sterling
                Commerce, Inc. listed on the signature pages thereof.

     99.1       Joint Press Release of Sterling Commerce, Inc., and SBC
                Communications, Inc., dated February 18, 2000.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6656}]
{"company-data": {"conformed-name": "STERLING COMMERCE INC", "cik": "0001005291", "assigned-sic": "7372", "irs-number": "752623341", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14196", "film-number": "549921"}, "business-address": {"street1": "300 CRESCENT CT", "street2": "STE 1200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149811100"}, "mail-address": {"street1": "8080 NORTH CENTRAL EXPRESSWAY", "street2": "SUITE 1100", "city": "DALLAS", "state": "TX", "zip": "75206"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                           ----------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported):  FEBRUARY 22, 2000
                                                       (FEBRUARY 18, 2000)

                          STERLING COMMERCE, INC.
        -----------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

            DELAWARE                    1-14196              75-2623341
 ----------------------------        ------------       -------------------
 (State or Other Jurisdiction        (Commission           (IRS Employer
       of Incorporation)             File Number)       Identification No.)

        300 CRESCENT COURT, SUITE 1200, DALLAS, TEXAS       75201
        -----------------------------------------------------------
        (Address of principal executive offices)         (zip code)

    Registrant's telephone number, including area code:  (214) 981-1100

                               NOT APPLICABLE
       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

 ITEM 5.   OTHER EVENTS.

           On February 18, 2000, Sterling Commerce, Inc., a Delaware
 corporation (the "Company"), SBC Communications, Inc., a Delaware
 corporation ("SBC"), and SBC Silver, Inc., a Delaware corporation and a
 wholly owned subsidiary of SBC ("Tender Subsidiary"), entered into an
 Agreement and Plan of Merger (the "Merger Agreement"), providing for
 transactions that will cause a change of control of the Company and
 ultimately lead to the Company becoming a wholly owned subsidiary of SBC.
 Copies of the Merger Agreement and the joint press release issued in
 connection therewith are attached hereto as Exhibit 2.1 and Exhibit 99.1,
 respectively, and are incorporated herein by reference.

           Under the terms of the Merger Agreement, Tender Subsidiary will
commence a tender offer (the "Offer") to acquire all of the Company's
outstanding shares of common stock, par value $.01 per share, together with
the associated rights to purchase the Company's Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Company
Common Stock"), at a price of $44.25 per share, net to the stockholders in
cash. The obligations of Tender Subsidiary to consummate the Offer and to
accept for payment and to pay for shares of Company Common Stock validly
tendered on or prior to the expiration of the Offer and not withdrawn will
be subject to the following conditions, among others: (i) there being
validly tendered and not withdrawn immediately prior to the expiration of
the Offer that number of shares of Company Common Stock which represents at
least a majority of the shares of Company Common Stock on a fully diluted
basis (excluding options not exercisable at the time the Offer is
consummated) and (ii) the expiration of (or the termination of the
applicable waiting periods under) the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, as well as the Swedish Competition
Act and the German Competition Act.

           Pursuant to the Merger Agreement, following the completion of the
 Offer and the satisfaction or waiver of certain other conditions, Tender
 Subsidiary will be merged with and into the Company (the "Merger") with the
 Company being the surviving corporation.  In the Merger, each outstanding
 share of Company Common Stock (other than shares held by SBC and Tender
 Subsidiary and by stockholders who perfect appraisal rights under Delaware
 law), will be converted into the right to receive cash in the amount of
 $44.25.

           Concurrently with the execution of the Merger Agreement, certain
 stockholders of the Company (the "Stockholders") holding approximately 9%
 of the outstanding Company Common Stock on a fully diluted basis entered
 into a stockholders agreement (the "Stockholders Agreement") with SBC and
 Tender Subsidiary pursuant to which each Stockholder agreed, among other
 things, to tender all of such Stockholder's shares of Company Common Stock
 in the Offer, to vote all of such shares in favor of the approval and
 adoption of the Merger Agreement and to grant SBC a voting proxy in
 connection therewith. A copy of the Stockholders Agreement is attached
 hereto as Exhibit 2.2 and is incorporated herein by reference.

 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS.

 (c)  Exhibits.

 No.       Description
 ---       -----------
 2.1       Agreement and Plan of Merger, dated as of February 18, 2000,
           among  SBC Communications, Inc., SBC Silver, Inc. and Sterling
           Commerce, Inc.

 2.2       Stockholder's Agreement, dated as of February 18, 2000, among SBC
           Communications, Inc., SBC Silver, Inc. and certain stockholders
           of Sterling Commerce, Inc. listed on the signature pages thereof.

 99.1      Joint Press Release of Sterling Commerce, Inc. and SBC
           Communications, Inc., dated February 22, 2000.

                                 SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                               STERLING COMMERCE, INC.

                               By:  /s/ Albert K. Hoover
                                  ------------------------------------
                               Name:  Albert K. Hoover
                               Title: Executive Vice President, General
                                         Counsel and Secretary

 Dated: February 22, 2000

                               EXHIBIT INDEX

 Exhibit No.    Description
 -----------    -----------

     2.1        Agreement and Plan of Merger, dated as of February 18,
                2000, among SBC Communications, Inc., SBC Silver, Inc. and
                Sterling Commerce, Inc.

     2.2        Stockholder's Agreement, dated as of February 18, 2000,
                among SBC Silver, Inc. and certain stockholders of Sterling
                Commerce, Inc. listed on the signature pages thereof.

     99.1       Joint Press Release of Sterling Commerce, Inc., and SBC
                Communications, Inc., dated February 18, 2000.