As filed with the Securities and Exchange Commission on December xx, 2004.
                              Registration No. xx


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SBC COMMUNICATIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                        43-1301883
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)

     175 E. Houston, San Antonio, Texas                     78205-2233
   (Address of Principal Executive Offices)                 (Zip Code)

                        Stock Purchase and Deferral Plan
                             and Cash Deferral Plan

                            (Full Title of the Plan)

Name, address and telephone number             Please send copies of all
of agent for service:                          communications to:
  Joy Rick                                       Wayne Wirtz
  SBC Communications Inc.                        Assistant General Counsel
  175 E. Houston, 11th Floor                     SBC Communications Inc.
  San Antonio, Texas 78205-2233                  175 E. Houston, 2nd Floor
  (210) 821-4105                                 San Antonio, Texas 78205-2233
                                                 (210) 821-4105

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of        Amount       Proposed Maximum   Proposed Maximum         Amount
Securities      to be        Offering Price        Aggregate       Registration
To Be         Registered       Per Share        Offering Price            Fee
Registered
--------------------------------------------------------------------------------
Common Stock,  55,000,000       $25.19          $1,385,450,000         $175,537
par value                         (2)               (2)                   (2)(3)
$1.00
per share (1)
--------------------------------------------------------------------------------
Options        34,000,000         (5)               (5)                     (5)
(4)(5)
--------------------------------------------------------------------------------
Deferred       $25,000,000        100%           $25,000,000             $3,168
Compensation                                                                 (3)
Obligations (6)
--------------------------------------------------------------------------------
(1)  The number of shares being  registered  represents  the number of shares of
     Common  Stock  which  may be issued  pursuant  to the  Stock  Purchase  and
     Deferral Plan.
(2)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     of the Securities Act of 1933 for purposes of calculating the
     registration  fee.  The maximum  aggregate  offering  price was computed by
     multiplying  55,000,000  shares by the  average of the high and low price
     of the stock on November 30, 2004.
(3)  Pursuant to Rule 457(p) under the Securities Act of 1933, the  registration
     fee that  would  otherwise  be payable  under Rule 457 with  regard to this
     Registration   Statement  is  hereby  offset   against  a  portion  of  the
     Registrant's  $297,931 registration fee that it paid to the SEC on November
     19, 2004, for the Registration  Statement on Form S-8, File No. 333-120765,
     which was filed on November  24,  2004.  The  offering  under  Registration
     Statement No. 333-120765 was terminated, and Form RW was filed with the SEC
     on December 1, 2004, to withdraw the filing of the Registration  Statement.
     After giving effect to the offset for the registration fee otherwise due by
     the Registrant's filing this Registration Statement,  the Registrant has an
     unused filing fee balance  available for future offset under Rule 457(p) of
     $119,226.
(4)  Each option entitles the holder to purchase one share of common stock.
(5)  No separate consideration will be received for the issuance of the options.
     Therefore,  no  additional  fee is  required  for the  registration  of the
     options.
(6)  The deferred compensation  obligations are the unsecured obligations of SBC
     Communications  Inc.  to  pay  deferred   compensation  in  the  future  in
     accordance with the terms of the Cash Deferral Plan.

     Pursuant to Rule 416(a) of the  Securities  Act of 1933,  the  Registration
Statement also covers such  indeterminate  number of additional shares of Common
Stock as is necessary to eliminate any dilutive effect of any future stock split
or stock  dividend.  No additional  registration  fee is required.  In addition,
pursuant  to Rule  416(c)  of the  Securities  Act of  1933,  this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.



<PAGE>


                   PART I. INFORMATION REQUIRED IN PROSPECTUS

         Pursuant to the note following the Calculation of Registration Fee
above on this Form S-8, the documents containing the information specified by
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").


             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following documents have been filed by SBC Communications Inc.
("SBC") with the Securities and Exchange Commission (the "SEC") (File No.
1-08610) and are incorporated herein by reference: Annual Report on Form 10-K
for the year ended December 31, 2003; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004, June 30, 2004, and September 30, 2004; the
description of SBC's shares of common stock, contained in its Registration
Statement on Form 10, dated November 15, 1983; and SBC's Current Reports on Form
8-K, filed on February 17, 2004, March 22, 2004, May 27, 2004, June 10, 2004,
June 17, 2004, July 1, 2004, July 28, 2004, August 18, 2004, September 1, 2004,
September 30, 2004, October 13, 2004, October 19, 2004, October 21, 2004,
October 26, 2004, October 27, 2004, October 28, 2004, November 3, 2004, November
15, 2004, November 24, 2004, and November 29, 2004, and amendments thereto on
Form 8-K/A, filed on February 18, 2004 and November 2, 2004.

         All documents filed by SBC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, ("Exchange Act")
subsequent to the filing of this registration statement, and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


Item 4.  Description of Securities

         The Registrant is registering common shares which are registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The
Registrant is also registering options to purchase common shares and deferred
compensation obligations, descriptions of which appear in Exhibit 10-ff and
Exhibit 10-gg, respectively, and such descriptions are incorporated by reference
herein.


Item 5.  Interests of Named Experts and Counsel

         None.


                                                                               2
<PAGE>


Item 6.  Indemnification of Directors and Officers

         The laws of the State of Delaware provide for indemnification of any
person (the "Indemnitee"), under certain circumstances, against reasonable
expenses, including attorneys' fees, incurred in connection with the defense of
a civil, criminal, administrative or investigative proceeding (other than an
action by or in the right of SBC) to which such person has been made, or
threatened to have been made, a party by reason of the fact that he or she is or
was serving as a director, officer, employee or agent of SBC or by reason of the
fact that he or she is or was serving at the request of SBC as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Pursuant to the statutes, indemnity may be provided
for if the Indemnitee acted in good faith (and with respect to a criminal action
or proceeding, had no reason to believe his or her conduct was unlawful) and in
a manner reasonably believed to be in or not opposed to the best interests of
SBC. With respect to any threatened, pending or completed action or suit by or
in the right of SBC, the statute provides that SBC may indemnify against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement if the Indemnitee acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of SBC, except that no indemnification may be made if the Indemnitee
shall have been adjudged to be liable to SBC unless specific court approval is
obtained. The statute further provides that the indemnification provided
pursuant to it shall not be deemed exclusive of any rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareowners or disinterested directors or otherwise. The bylaws of SBC provide
that SBC shall indemnify, and advance expenses to, any director, officer,
employee or agent of SBC or any person serving as a director or officer of any
other entity at the request of SBC to the fullest extent permitted by law.

         Under the statute, SBC may, and does, maintain insurance policies
covering SBC, any director or officer of SBC and any person serving at the
request of SBC as a director or officer of any other entity. These insurance
policies generally cover liabilities arising out of such service, including
liabilities for which any such person may not be indemnified by SBC.

         In recognition of the directors' and officers' need for substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner, their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity agreements with each
of its directors and officers.

         Each agreement specifies that SBC will indemnify the director or
officer to the fullest extent permitted by law, as soon as practicable after
written demand is presented, against any and all expenses and losses arising out
of any action, suit or proceeding, inquiry or investigation related to the fact
that the director or officer is or was a director, officer or employee, agent or
fiduciary of SBC or was serving another corporation, partnership or joint
venture in such a capacity at the request of SBC. Each agreement also provides
that SBC will promptly advance any expenses if requested to do so. Each director
and officer undertakes in the agreement to repay such advancements if it is
ultimately determined that he or she was not entitled to indemnification. The
right of any director or officer to indemnification in any case will be
determined by either the Board of Directors (provided that a majority of
directors are not parties to the claim), by a person or body selected by the
Board of Directors or, if there has been a change in control, defined in the
agreement generally to mean an acquisition by any person of 20 percent or more
of SBC's stock or a change in the identity of a majority of the Board of
Directors over a two-year period, by a special, independent counsel.


                                                                               3
<PAGE>

         In each agreement, SBC commits to maintaining its insurance coverage of
directors and officers both in scope and amount at least as favorable as the
policies maintained as of the effective date of the agreement. In the event that
such insurance is not reasonably available or if it is determined in good faith
that the cost of the insurance is not reasonably justified by the coverage
thereunder or that the coverage thereunder is inadequate, SBC may discontinue
any one or more of such policies or coverages. In such event, SBC agrees to hold
harmless and indemnify directors and officers to the full extent of the coverage
which would otherwise have been provided if the insurance in effect on the
effective date of the agreements had been maintained. Each agreement will remain
effective so long as the director or officer is subject to liability for an
indemnifiable event (the "indemnification period"). Each agreement also provides
that if during the indemnification period the then existing directors and
officers have more favorable indemnification rights than those provided for in
the agreement, each director or officer shall be entitled to such more favorable
rights. The foregoing summary is subject to the detailed provisions of the
Delaware General Corporation Law, SBC's bylaws, and the agreements between SBC
and each of its directors and officers.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     10-ff        Stock Purchase and Deferral Plan (Exhibit 10-ff to Form 8-K
                  dated November 19, 2004)

     10-gg        Cash Deferral Plan (Exhibit 10-gg to Form 8-K dated
                  November 19, 2004)

     23-a         Consent of Ernst & Young, LLP, Independent Auditors

     23-b         Consent of James D. Ellis, Esq. (contained in opinion filed
                  as Exhibit 5)

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors


Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

         (1)      to file, during any period in which offers or sales are being
                  made of the securities registered hereby, a post-effective
                  amendment to this registration statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;


                                                                               4
<PAGE>

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which,
                           individually or in the aggregate, represent a
                           fundamental change in the information set forth in
                           the registration statement.  Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the  maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

         (2)      that, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

         (3)      to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  herein,  and  the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled by

                                                                               5

<PAGE>

     controlling  precedent,  submit  to  a  court  of  appropriate jurisdiction
     the question  whether such  indemnification  by it is against public policy
     as expressed in the Act and will be governed by the final adjudication of
     such issue.

                                                                               6

<PAGE>





                                   SIGNATURES


         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 1st day
of December, 2004.

                                           SBC COMMUNICATIONS INC.


                                           By: /s/ Richard G. Lindner
                                               Richard G. Lindner
                                               Senior Executive Vice President
                                               and Chief Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Principal Executive Officer:                   Edward E. Whitacre, Jr.*
                                               Chairman of the Board and
                                               Chief Executive Officer

Principal Financial                            Richard G. Lindner
and Accounting Officer:                        Senior Executive Vice President
                                               and Chief Financial Officer


                                           By: /s/ Richard G. Lindner
                                               Richard G. Lindner,
                                               as attorney-in-fact for
                                               Mr. Whitacre, the Directors,
                                               and on his own behalf as
                                               Principal Financial and
                                               Accounting Officer

                                           December 1, 2004

DIRECTORS:
-------------------------------------------------------------------------------
Gilbert F. Amelio*                              John B. McCoy*
Clarence C. Barksdale*                          Mary S. Metz*
James E. Barnes*                                Toni Rembe*
August A. Busch III*                            S. Donley Ritchey*
William P. Clark*                               Joyce M. Roche'*
Martin K. Eby, Jr.*                             Laura D'Andrea Tyson*
James A. Henderson*                             Patricia P. Upton*
Lynn M. Martin*                                 Edward E. Whitacre, Jr.*
-------------------------------------------------------------------------------
*  By power of attorney

                                                                               7
<PAGE>



                                INDEX TO EXHIBITS


Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     10-ff        Stock Purchase and Deferral Plan (Exhibit 10-ff to Form 8-K
                  dated November 19, 2004)

     10-gg        Cash Deferral Plan (Exhibit 10-gg to Form 8-K dated November
                  19, 2004)

     23-a         Consent of Ernst & Young, LLP, Independent Auditors

     23-b         Consent of James D. Ellis, Esq. (contained in opinion filed
                  as Exhibit 5)

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors

                                                                               8
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As filed with the Securities and Exchange Commission on December xx, 2004.
                              Registration No. xx

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SBC COMMUNICATIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                        43-1301883
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)

     175 E. Houston, San Antonio, Texas                     78205-2233
   (Address of Principal Executive Offices)                 (Zip Code)

                        Stock Purchase and Deferral Plan
                             and Cash Deferral Plan

                            (Full Title of the Plan)

Name, address and telephone number             Please send copies of all
of agent for service:                          communications to:
  Joy Rick                                       Wayne Wirtz
  SBC Communications Inc.                        Assistant General Counsel
  175 E. Houston, 11th Floor                     SBC Communications Inc.
  San Antonio, Texas 78205-2233                  175 E. Houston, 2nd Floor
  (210) 821-4105                                 San Antonio, Texas 78205-2233
                                                 (210) 821-4105

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of        Amount       Proposed Maximum   Proposed Maximum         Amount
Securities      to be        Offering Price        Aggregate       Registration
To Be         Registered       Per Share        Offering Price            Fee
Registered
--------------------------------------------------------------------------------
Common Stock,  55,000,000       $25.19          $1,385,450,000         $175,537
par value                         (2)               (2)                   (2)(3)
$1.00
per share (1)
--------------------------------------------------------------------------------
Options        34,000,000         (5)               (5)                     (5)
(4)(5)
--------------------------------------------------------------------------------
Deferred       $25,000,000        100%           $25,000,000             $3,168
Compensation                                                                 (3)
Obligations (6)
--------------------------------------------------------------------------------
(1)  The number of shares being  registered  represents  the number of shares of
     Common  Stock  which  may be issued  pursuant  to the  Stock  Purchase  and
     Deferral Plan.
(2)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     of the Securities Act of 1933 for purposes of calculating the
     registration  fee.  The maximum  aggregate  offering  price was computed by
     multiplying  55,000,000  shares by the  average of the high and low price
     of the stock on November 30, 2004.
(3)  Pursuant to Rule 457(p) under the Securities Act of 1933, the  registration
     fee that  would  otherwise  be payable  under Rule 457 with  regard to this
     Registration   Statement  is  hereby  offset   against  a  portion  of  the
     Registrant's  $297,931 registration fee that it paid to the SEC on November
     19, 2004, for the Registration  Statement on Form S-8, File No. 333-120765,
     which was filed on November  24,  2004.  The  offering  under  Registration
     Statement No. 333-120765 was terminated, and Form RW was filed with the SEC
     on December 1, 2004, to withdraw the filing of the Registration  Statement.
     After giving effect to the offset for the registration fee otherwise due by
     the Registrant's filing this Registration Statement,  the Registrant has an
     unused filing fee balance  available for future offset under Rule 457(p) of
     $119,226.
(4)  Each option entitles the holder to purchase one share of common stock.
(5)  No separate consideration will be received for the issuance of the options.
     Therefore,  no  additional  fee is  required  for the  registration  of the
     options.
(6)  The deferred compensation  obligations are the unsecured obligations of SBC
     Communications  Inc.  to  pay  deferred   compensation  in  the  future  in
     accordance with the terms of the Cash Deferral Plan.

     Pursuant to Rule 416(a) of the  Securities  Act of 1933,  the  Registration
Statement also covers such  indeterminate  number of additional shares of Common
Stock as is necessary to eliminate any dilutive effect of any future stock split
or stock  dividend.  No additional  registration  fee is required.  In addition,
pursuant  to Rule  416(c)  of the  Securities  Act of  1933,  this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.
PART I. INFORMATION REQUIRED IN PROSPECTUS

         Pursuant to the note following the Calculation of Registration Fee
above on this Form S-8, the documents containing the information specified by
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents have been filed by SBC Communications Inc.
("SBC") with the Securities and Exchange Commission (the "SEC") (File No.
1-08610) and are incorporated herein by reference: Annual Report on Form 10-K
for the year ended December 31, 2003; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004, June 30, 2004, and September 30, 2004; the
description of SBC's shares of common stock, contained in its Registration
Statement on Form 10, dated November 15, 1983; and SBC's Current Reports on Form
8-K, filed on February 17, 2004, March 22, 2004, May 27, 2004, June 10, 2004,
June 17, 2004, July 1, 2004, July 28, 2004, August 18, 2004, September 1, 2004,
September 30, 2004, October 13, 2004, October 19, 2004, October 21, 2004,
October 26, 2004, October 27, 2004, October 28, 2004, November 3, 2004, November
15, 2004, November 24, 2004, and November 29, 2004, and amendments thereto on
Form 8-K/A, filed on February 18, 2004 and November 2, 2004.

         All documents filed by SBC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, ("Exchange Act")
subsequent to the filing of this registration statement, and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities

         The Registrant is registering common shares which are registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The
Registrant is also registering options to purchase common shares and deferred
compensation obligations, descriptions of which appear in Exhibit 10-ff and
Exhibit 10-gg, respectively, and such descriptions are incorporated by reference
herein.

Item 5.  Interests of Named Experts and Counsel

         None.

                                                                               2
Item 6.  Indemnification of Directors and Officers

         The laws of the State of Delaware provide for indemnification of any
person (the "Indemnitee"), under certain circumstances, against reasonable
expenses, including attorneys' fees, incurred in connection with the defense of
a civil, criminal, administrative or investigative proceeding (other than an
action by or in the right of SBC) to which such person has been made, or
threatened to have been made, a party by reason of the fact that he or she is or
was serving as a director, officer, employee or agent of SBC or by reason of the
fact that he or she is or was serving at the request of SBC as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Pursuant to the statutes, indemnity may be provided
for if the Indemnitee acted in good faith (and with respect to a criminal action
or proceeding, had no reason to believe his or her conduct was unlawful) and in
a manner reasonably believed to be in or not opposed to the best interests of
SBC. With respect to any threatened, pending or completed action or suit by or
in the right of SBC, the statute provides that SBC may indemnify against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement if the Indemnitee acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of SBC, except that no indemnification may be made if the Indemnitee
shall have been adjudged to be liable to SBC unless specific court approval is
obtained. The statute further provides that the indemnification provided
pursuant to it shall not be deemed exclusive of any rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareowners or disinterested directors or otherwise. The bylaws of SBC provide
that SBC shall indemnify, and advance expenses to, any director, officer,
employee or agent of SBC or any person serving as a director or officer of any
other entity at the request of SBC to the fullest extent permitted by law.

         Under the statute, SBC may, and does, maintain insurance policies
covering SBC, any director or officer of SBC and any person serving at the
request of SBC as a director or officer of any other entity. These insurance
policies generally cover liabilities arising out of such service, including
liabilities for which any such person may not be indemnified by SBC.

         In recognition of the directors' and officers' need for substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner, their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity agreements with each
of its directors and officers.

         Each agreement specifies that SBC will indemnify the director or
officer to the fullest extent permitted by law, as soon as practicable after
written demand is presented, against any and all expenses and losses arising out
of any action, suit or proceeding, inquiry or investigation related to the fact
that the director or officer is or was a director, officer or employee, agent or
fiduciary of SBC or was serving another corporation, partnership or joint
venture in such a capacity at the request of SBC. Each agreement also provides
that SBC will promptly advance any expenses if requested to do so. Each director
and officer undertakes in the agreement to repay such advancements if it is
ultimately determined that he or she was not entitled to indemnification. The
right of any director or officer to indemnification in any case will be
determined by either the Board of Directors (provided that a majority of
directors are not parties to the claim), by a person or body selected by the
Board of Directors or, if there has been a change in control, defined in the
agreement generally to mean an acquisition by any person of 20 percent or more
of SBC's stock or a change in the identity of a majority of the Board of
Directors over a two-year period, by a special, independent counsel.

                                                                               3
In each agreement, SBC commits to maintaining its insurance coverage of
directors and officers both in scope and amount at least as favorable as the
policies maintained as of the effective date of the agreement. In the event that
such insurance is not reasonably available or if it is determined in good faith
that the cost of the insurance is not reasonably justified by the coverage
thereunder or that the coverage thereunder is inadequate, SBC may discontinue
any one or more of such policies or coverages. In such event, SBC agrees to hold
harmless and indemnify directors and officers to the full extent of the coverage
which would otherwise have been provided if the insurance in effect on the
effective date of the agreements had been maintained. Each agreement will remain
effective so long as the director or officer is subject to liability for an
indemnifiable event (the "indemnification period"). Each agreement also provides
that if during the indemnification period the then existing directors and
officers have more favorable indemnification rights than those provided for in
the agreement, each director or officer shall be entitled to such more favorable
rights. The foregoing summary is subject to the detailed provisions of the
Delaware General Corporation Law, SBC's bylaws, and the agreements between SBC
and each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     10-ff        Stock Purchase and Deferral Plan (Exhibit 10-ff to Form 8-K
                  dated November 19, 2004)

     10-gg        Cash Deferral Plan (Exhibit 10-gg to Form 8-K dated
                  November 19, 2004)

     23-a         Consent of Ernst & Young, LLP, Independent Auditors

     23-b         Consent of James D. Ellis, Esq. (contained in opinion filed
                  as Exhibit 5)

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors

Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

         (1)      to file, during any period in which offers or sales are being
                  made of the securities registered hereby, a post-effective
                  amendment to this registration statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                                                                               4
(ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which,
                           individually or in the aggregate, represent a
                           fundamental change in the information set forth in
                           the registration statement.  Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the  maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

         (2)      that, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

         (3)      to remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  herein,  and  the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled by

                                                                               5
controlling  precedent,  submit  to  a  court  of  appropriate jurisdiction
     the question  whether such  indemnification  by it is against public policy
     as expressed in the Act and will be governed by the final adjudication of
     such issue.

                                                                               6
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 1st day
of December, 2004.

                                           SBC COMMUNICATIONS INC.

                                           By: /s/ Richard G. Lindner
                                               Richard G. Lindner
                                               Senior Executive Vice President
                                               and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Principal Executive Officer:                   Edward E. Whitacre, Jr.*
                                               Chairman of the Board and
                                               Chief Executive Officer

Principal Financial                            Richard G. Lindner
and Accounting Officer:                        Senior Executive Vice President
                                               and Chief Financial Officer

                                           By: /s/ Richard G. Lindner
                                               Richard G. Lindner,
                                               as attorney-in-fact for
                                               Mr. Whitacre, the Directors,
                                               and on his own behalf as
                                               Principal Financial and
                                               Accounting Officer

                                           December 1, 2004

DIRECTORS:
-------------------------------------------------------------------------------
Gilbert F. Amelio*                              John B. McCoy*
Clarence C. Barksdale*                          Mary S. Metz*
James E. Barnes*                                Toni Rembe*
August A. Busch III*                            S. Donley Ritchey*
William P. Clark*                               Joyce M. Roche'*
Martin K. Eby, Jr.*                             Laura D'Andrea Tyson*
James A. Henderson*                             Patricia P. Upton*
Lynn M. Martin*                                 Edward E. Whitacre, Jr.*
-------------------------------------------------------------------------------
*  By power of attorney

                                                                               7
INDEX TO EXHIBITS

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     10-ff        Stock Purchase and Deferral Plan (Exhibit 10-ff to Form 8-K
                  dated November 19, 2004)

     10-gg        Cash Deferral Plan (Exhibit 10-gg to Form 8-K dated November
                  19, 2004)

     23-a         Consent of Ernst & Young, LLP, Independent Auditors

     23-b         Consent of James D. Ellis, Esq. (contained in opinion filed
                  as Exhibit 5)

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors

                                                                               8