As filed with the Securities and Exchange Commission on October 8, 1999.
                                              Registration No. 333-_________
------------------------------------------------------------------------------


                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                             FORM S-8
                     REGISTRATION STATEMENT
                            UNDER
                   THE SECURITIES ACT OF 1933
                       __________________

                    SBC COMMUNICATIONS INC.
A Delaware Corporation                     IRS Taxpayer No. 43-1301883
              175 E. Houston, San Antonio, Texas  78205-2233
                   Attn:  Judith Sahm, (210) 821-4105

   SBC Savings Plan, SBC Savings and Security Plan, Pacific
 Telesis Group 1994 Stock Incentive Plan, Pacific Telesis Group
 Stock Option and Stock Appreciation Rights Plan,  Pacific
 Telesis Group Nonemployee Director Stock Option Plan, SNET
 Management  Retirement Savings Plan, SNET Bargaining Unit
 Retirement Savings Plan, SNET 1986 Stock Option Plan, SNET 1995
 Stock Incentive Plan, Ameritech Savings Plan For Salaried
 Employees, Ameritech Savings and Security Plan For Non-Salaried
 Employees, Ameritech Long Term Incentive Plan, Ameritech 1989
 Long Term Incentive Plan, Ameritech Corporation Long-Term Stock
 Incentive Plan, DonTech Profit Participation Plan, and
 Old Heritage Advertising & Publishers, Inc. Profit Sharing Plan

 Name, address and telephone                  Please send copies of all
 number of agent for service:                 communications to:
 Judith Sahm                                  Wayne Wirtz, Esq.
 SBC Communications Inc.                      SBC Communications Inc.
 175 E. Houston, 11th Floor                   175 E. Houston, 12th Floor
 San Antonio, Texas 78205-2233                San Antonio, Texas 78205-2233
 (210) 821-4105                               (210) 821-4105

-------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of        Amount      Proposed Maximum     Proposed Maximum     Amount of
Securities To   To Be       Offering Price       Aggregate         Registration
Be Registered   Registered(1)  Per Share (2)     Offering Price (2)         Fee
-------------------------------------------------------------------------------
Common Stock,    70,037,122    $50.969           $3,569,722,071     $992,382.74
par value $1.00 per share
-------------------------------------------------------------------------------
(1)  Does not include:  (a) an additional 9,311,040 shares of SBC Common
     Stock being carried forward from Registration No. 333-45837 on Form S-4
     pursuant to Rule 429 of the Securities Act (a registration fee of
     $1,396,618.10 was previously paid with the filing of such registration
     statement), (b) an additional 10,553,168 shares of SBC Common Stock being
     carried forward from Registration No. 333-66105 on Form S-8 pursuant to
     Rule 429 of the Securities Act (a registration fee of $446,329 was
     previously paid with the filing of such registration statement), and (c)
     an additional 25,098,670 shares of SBC Common Stock being carried forward
     from Registration No. 333-44553 on Form S-3 pursuant to Rule 429 of the
     Securities Act (a registration fee of $21.65 was previously paid with the
     filing of such registration statement).
(2)  The price per share was calculated in accordance with Rule 457(c) and
     (h) for purposes of calculating the registration fee.  The maximum
     aggregate offering price was computed by multiplying 70,037,122 shares by
     the average of the high and low price of the stock on October 1, 1999.

Pursuant to Rule 416(a) this 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), this Registration Statement also covers an indeterminate amount of
Interests to be offered or sold pursuant to the employee benefit plan(s)
described herein.  Prospectuses used in connection herewith also relate to
Registration Statements No. 333-24295, 333-45837 and 333-66105 pursuant to
Rule 429.

<PAGE>


PART I.  INFORMATION REQUIRED IN THE PROSPECTUS

         Pursuant to the Note to Part I of 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. 1-8610) and are incorporated
herein by reference:  Annual Report on Form 10-K for the year
ended December 31, 1998; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, and June 30, 1999; 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, dated January 8, 1999, January 21, 1999, and
June 17, 1999.

         The following additional documents are hereby incorporated
by reference:  the Annual Report on Form 11-K for the SBC Savings
Plan for the year ended December 31, 1998, the Annual Report on
Form 11-K for the SBC Savings and Security Plan for the year
ended December 31, 1998, Annual Report on Form 11-K for the SNET
Management Retirement Savings Plan for the year ended December
31, 1998, the Annual Report on Form 11-K for the SNET Bargaining
Unit Retirement Savings Plan for the year ended December 31,
1998, the Annual Report on Form 11-K for the Ameritech Savings
Plan for Salaried Employees for the year ended December 31, 1998,
the Annual Report on Form 11-K for the Ameritech Savings and
Security Plan for Non-Salaried Employees for the year ended
December 31, 1998, and the Annual Report on Form 11-K for the
DonTech Profit Participation Plan for the year ended December 31,
1998.


<PAGE>


         All documents filed by SBC or any of the plans described on
the cover page of this Registration Statement pursuant to Section
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 Capital Stock

         Not applicable; SBC's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         None.

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


<PAGE>



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


<PAGE>


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.

         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.

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

      23-b         Consent of Arthur Andersen LLP (Stanford, CT)

      23-c         Consent of Arthur Andersen LLP (Chicago, IL)


<PAGE>




      23-d         Consent of PricewaterhouseCoopers LLP (New York, NY)

      23-e         Consent of PricewaterhouseCoopers LLP (San Francisco,
                   CA)

      23-f         Consent of Perrin, Fordree & Company, P.C. (Troy, MI)

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

      24-a         Power of Attorney of Officer/Director

      24-b         Power of Attorney of Officer/Director

      24-c         Powers of Attorney of Directors

Item 9.  Undertakings

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 6 or otherwise (excluding the insurance
policies referred to therein), the registrant has been advised
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities 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 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.

         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:

               (a)    to include any prospectus required by Section


<PAGE>


                     10(a)(3) of the Securities Act;

               (b)    to reflect in the prospectus any facts or events
                      arising after the effective date of this
                      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 this 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 SEC 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;

               (c)    to include any material information with respect
                      to the plan of distribution not previously disclosed
                      in this Registration Statement or any material
                      change to such information in this Registration
                      Statement;

                       provided, however, that the undertakings set forth
                       in paragraphs (a) and (b) 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 Exchange Act
                       that are incorporated by reference in this
                       Registration Statement.

               (2)     that, for the purpose of determining any liability
                       under the Securities Act, 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.

               (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.


<PAGE>


               (4)     that, for purposes of determining any liability
                       under the Securities Act, each filing of the
                       registrant's annual report pursuant to Section 13(a)
                       or Section 15(d) of the Exchange Act (and, where
                       applicable, each filing of an employee benefit
                       plan's annual report pursuant to Section 15(d) of
                       the Exchange Act) that is incorporated by reference
                       in this 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.



<PAGE>


                                    SIGNATURES


THE REGISTRANT:

         Pursuant to the requirements of the Securities Act, 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 the 8th day of October 1999.

                                     SBC COMMUNICATIONS INC.


                                     By:   /s/ Donald E. Kiernan
                                         Donald E. Kiernan
                                         Senior Vice President, Treasurer
                                         and Chief Financial Officer


         Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated:

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

Principal Financial and Accounting Officer:  Donald E. Kiernan
                                             Senior Vice President, Treasurer
                                             and Chief Financial Officer


DIRECTORS:
Clarence C. Barksdale*              By:   /s/ Donald E. Kiernan
James E. Barnes*                       Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                   for Mr. Whitacre, the Directors, and on
Royce S. Caldwell*                     his own behalf as Principal Financial
Ruben R. Cardenas*                     Officer and Principal Accounting Officer
William P. Clark*
Martin K. Eby, Jr.*                 October 8, 1999
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Richard M. Rosenberg*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

* By power of attorney

<PAGE>


SIGNATURES

THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below 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 the 8th day of October 1999.

                                  SBC Savings Plan
                                  SBC Savings and Security Plan

                                  By SBC Communications Inc.,
                                  Administrator for the Foregoing Plans


                                  By:    /s/ Karen E. Jennings
                                      Karen E. Jennings
                                      Senior Vice President - Human Resources





<PAGE>



THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Haven,
State of Connecticut, on the 8th day of October 1999.


                                SNET Management Retirement Savings Plan
                                SNET Bargaining Unit Retirement Savings Plan

                                By Southern New England
                                   Telecommunications Corporation,
                                   Administrator for the Foregoing Plans


                                By:   /s/ Tom E. Morgan
                                     Tom E. Morgan
                                     Chairman of the Board, President
                                     and Chief Executive Officer




<PAGE>



THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.


                               Ameritech Savings Plan for Salaried Employees
                               Ameritech Savings and Security Plan for
                                     Non-Salaried Employees

                               By Ameritech Corporation,
                               Administrator for the Foregoing Plans


                               By:     /s/ Walter M. Oliver
                                    Walter M. Oliver, Chairman
                                    Ameritech Benefit Plan Committee


<PAGE>




THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plan set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.


                              DonTech Profit Participation Plan

                              By DonTech,
                                 Administrator for the Foregoing Plan


                              By:     /s/ Robert Gross
                                   Robert Gross
                                   Vice President - Finance &
                                   Chief Financial Officer



<PAGE>



THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plan set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.


                                   Old Heritage Advertising & Publishers, Inc.
                                   Profit Sharing Plan

                                   By Ameritech Corporation,
                                      Administrator for the Foregoing Plan


                                   By:     /s/ Walter M. Oliver
                                        Walter M. Oliver, Chairman
                                        Ameritech Benefit Plan Committee





<PAGE>





EXHIBIT INDEX


      Exhibit
      Number          Description of Exhibits

         5         Validity opinion of James D. Ellis, Esq.

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

         23-b      Consent of Arthur Andersen LLP (Stanford, CT)

         23-c      Consent of Arthur Andersen LLP (Chicago, IL)

         23-d      Consent of PricewaterhouseCoopers LLP (New York, NY)

         23-e      Consent of PricewaterhouseCoopers LLP (San Francisco, CA)

         23-f      Consent of Perrin, Fordree & Company, P.C. (Troy, MI)

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

         24-a      Power of Attorney of Officer/Director

         24-b      Power of Attorney of Officer/Director

         24-c      Powers of Attorney of Directors
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26741}]
{"company-data": {"conformed-name": "SBC COMMUNICATIONS INC", "cik": "0000732717", "assigned-sic": "4813", "irs-number": "431301883", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88667", "film-number": "99725587"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-4", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-4", "city": "SAN ANTONIO", "state": "TX", "zip": "78205"}, "former-company": {"former-conformed-name": "SOUTHWESTERN BELL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 8, 1999.
                                              Registration No. 333-_________
------------------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                             FORM S-8
                     REGISTRATION STATEMENT
                            UNDER
                   THE SECURITIES ACT OF 1933
                       __________________

                    SBC COMMUNICATIONS INC.
A Delaware Corporation                     IRS Taxpayer No. 43-1301883
              175 E. Houston, San Antonio, Texas  78205-2233
                   Attn:  Judith Sahm, (210) 821-4105

   SBC Savings Plan, SBC Savings and Security Plan, Pacific
 Telesis Group 1994 Stock Incentive Plan, Pacific Telesis Group
 Stock Option and Stock Appreciation Rights Plan,  Pacific
 Telesis Group Nonemployee Director Stock Option Plan, SNET
 Management  Retirement Savings Plan, SNET Bargaining Unit
 Retirement Savings Plan, SNET 1986 Stock Option Plan, SNET 1995
 Stock Incentive Plan, Ameritech Savings Plan For Salaried
 Employees, Ameritech Savings and Security Plan For Non-Salaried
 Employees, Ameritech Long Term Incentive Plan, Ameritech 1989
 Long Term Incentive Plan, Ameritech Corporation Long-Term Stock
 Incentive Plan, DonTech Profit Participation Plan, and
 Old Heritage Advertising & Publishers, Inc. Profit Sharing Plan

 Name, address and telephone                  Please send copies of all
 number of agent for service:                 communications to:
 Judith Sahm                                  Wayne Wirtz, Esq.
 SBC Communications Inc.                      SBC Communications Inc.
 175 E. Houston, 11th Floor                   175 E. Houston, 12th Floor
 San Antonio, Texas 78205-2233                San Antonio, Texas 78205-2233
 (210) 821-4105                               (210) 821-4105

-------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of        Amount      Proposed Maximum     Proposed Maximum     Amount of
Securities To   To Be       Offering Price       Aggregate         Registration
Be Registered   Registered(1)  Per Share (2)     Offering Price (2)         Fee
-------------------------------------------------------------------------------
Common Stock,    70,037,122    $50.969           $3,569,722,071     $992,382.74
par value $1.00 per share
-------------------------------------------------------------------------------
(1)  Does not include:  (a) an additional 9,311,040 shares of SBC Common
     Stock being carried forward from Registration No. 333-45837 on Form S-4
     pursuant to Rule 429 of the Securities Act (a registration fee of
     $1,396,618.10 was previously paid with the filing of such registration
     statement), (b) an additional 10,553,168 shares of SBC Common Stock being
     carried forward from Registration No. 333-66105 on Form S-8 pursuant to
     Rule 429 of the Securities Act (a registration fee of $446,329 was
     previously paid with the filing of such registration statement), and (c)
     an additional 25,098,670 shares of SBC Common Stock being carried forward
     from Registration No. 333-44553 on Form S-3 pursuant to Rule 429 of the
     Securities Act (a registration fee of $21.65 was previously paid with the
     filing of such registration statement).
(2)  The price per share was calculated in accordance with Rule 457(c) and
     (h) for purposes of calculating the registration fee.  The maximum
     aggregate offering price was computed by multiplying 70,037,122 shares by
     the average of the high and low price of the stock on October 1, 1999.

Pursuant to Rule 416(a) this 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), this Registration Statement also covers an indeterminate amount of
Interests to be offered or sold pursuant to the employee benefit plan(s)
described herein.  Prospectuses used in connection herewith also relate to
Registration Statements No. 333-24295, 333-45837 and 333-66105 pursuant to
Rule 429.
PART I.  INFORMATION REQUIRED IN THE PROSPECTUS

         Pursuant to the Note to Part I of 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. 1-8610) and are incorporated
herein by reference:  Annual Report on Form 10-K for the year
ended December 31, 1998; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, and June 30, 1999; 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, dated January 8, 1999, January 21, 1999, and
June 17, 1999.

         The following additional documents are hereby incorporated
by reference:  the Annual Report on Form 11-K for the SBC Savings
Plan for the year ended December 31, 1998, the Annual Report on
Form 11-K for the SBC Savings and Security Plan for the year
ended December 31, 1998, Annual Report on Form 11-K for the SNET
Management Retirement Savings Plan for the year ended December
31, 1998, the Annual Report on Form 11-K for the SNET Bargaining
Unit Retirement Savings Plan for the year ended December 31,
1998, the Annual Report on Form 11-K for the Ameritech Savings
Plan for Salaried Employees for the year ended December 31, 1998,
the Annual Report on Form 11-K for the Ameritech Savings and
Security Plan for Non-Salaried Employees for the year ended
December 31, 1998, and the Annual Report on Form 11-K for the
DonTech Profit Participation Plan for the year ended December 31,
1998.
All documents filed by SBC or any of the plans described on
the cover page of this Registration Statement pursuant to Section
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 Capital Stock

         Not applicable; SBC's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         None.

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.

         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.

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

      23-b         Consent of Arthur Andersen LLP (Stanford, CT)

      23-c         Consent of Arthur Andersen LLP (Chicago, IL)
23-d         Consent of PricewaterhouseCoopers LLP (New York, NY)

      23-e         Consent of PricewaterhouseCoopers LLP (San Francisco,
                   CA)

      23-f         Consent of Perrin, Fordree & Company, P.C. (Troy, MI)

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

      24-a         Power of Attorney of Officer/Director

      24-b         Power of Attorney of Officer/Director

      24-c         Powers of Attorney of Directors

Item 9.  Undertakings

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 6 or otherwise (excluding the insurance
policies referred to therein), the registrant has been advised
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities 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 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.

         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:

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

               (b)    to reflect in the prospectus any facts or events
                      arising after the effective date of this
                      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 this 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 SEC 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;

               (c)    to include any material information with respect
                      to the plan of distribution not previously disclosed
                      in this Registration Statement or any material
                      change to such information in this Registration
                      Statement;

                       provided, however, that the undertakings set forth
                       in paragraphs (a) and (b) 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 Exchange Act
                       that are incorporated by reference in this
                       Registration Statement.

               (2)     that, for the purpose of determining any liability
                       under the Securities Act, 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.

               (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.
(4)     that, for purposes of determining any liability
                       under the Securities Act, each filing of the
                       registrant's annual report pursuant to Section 13(a)
                       or Section 15(d) of the Exchange Act (and, where
                       applicable, each filing of an employee benefit
                       plan's annual report pursuant to Section 15(d) of
                       the Exchange Act) that is incorporated by reference
                       in this 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.
SIGNATURES

THE REGISTRANT:

         Pursuant to the requirements of the Securities Act, 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 the 8th day of October 1999.

                                     SBC COMMUNICATIONS INC.

                                     By:   /s/ Donald E. Kiernan
                                         Donald E. Kiernan
                                         Senior Vice President, Treasurer
                                         and Chief Financial Officer

         Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated:

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

Principal Financial and Accounting Officer:  Donald E. Kiernan
                                             Senior Vice President, Treasurer
                                             and Chief Financial Officer

DIRECTORS:
Clarence C. Barksdale*              By:   /s/ Donald E. Kiernan
James E. Barnes*                       Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                   for Mr. Whitacre, the Directors, and on
Royce S. Caldwell*                     his own behalf as Principal Financial
Ruben R. Cardenas*                     Officer and Principal Accounting Officer
William P. Clark*
Martin K. Eby, Jr.*                 October 8, 1999
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Richard M. Rosenberg*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

* By power of attorney
SIGNATURES

THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below 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 the 8th day of October 1999.

                                  SBC Savings Plan
                                  SBC Savings and Security Plan

                                  By SBC Communications Inc.,
                                  Administrator for the Foregoing Plans

                                  By:    /s/ Karen E. Jennings
                                      Karen E. Jennings
                                      Senior Vice President - Human Resources
THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Haven,
State of Connecticut, on the 8th day of October 1999.

                                SNET Management Retirement Savings Plan
                                SNET Bargaining Unit Retirement Savings Plan

                                By Southern New England
                                   Telecommunications Corporation,
                                   Administrator for the Foregoing Plans

                                By:   /s/ Tom E. Morgan
                                     Tom E. Morgan
                                     Chairman of the Board, President
                                     and Chief Executive Officer
THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plans set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.

                               Ameritech Savings Plan for Salaried Employees
                               Ameritech Savings and Security Plan for
                                     Non-Salaried Employees

                               By Ameritech Corporation,
                               Administrator for the Foregoing Plans

                               By:     /s/ Walter M. Oliver
                                    Walter M. Oliver, Chairman
                                    Ameritech Benefit Plan Committee
THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plan set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.

                              DonTech Profit Participation Plan

                              By DonTech,
                                 Administrator for the Foregoing Plan

                              By:     /s/ Robert Gross
                                   Robert Gross
                                   Vice President - Finance &
                                   Chief Financial Officer
THE PLAN:

         Pursuant to the requirements of the Securities Act, the
administrator for the Plan set forth below has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 8th day of October 1999.

                                   Old Heritage Advertising & Publishers, Inc.
                                   Profit Sharing Plan

                                   By Ameritech Corporation,
                                      Administrator for the Foregoing Plan

                                   By:     /s/ Walter M. Oliver
                                        Walter M. Oliver, Chairman
                                        Ameritech Benefit Plan Committee
EXHIBIT INDEX

      Exhibit
      Number          Description of Exhibits

         5         Validity opinion of James D. Ellis, Esq.

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

         23-b      Consent of Arthur Andersen LLP (Stanford, CT)

         23-c      Consent of Arthur Andersen LLP (Chicago, IL)

         23-d      Consent of PricewaterhouseCoopers LLP (New York, NY)

         23-e      Consent of PricewaterhouseCoopers LLP (San Francisco, CA)

         23-f      Consent of Perrin, Fordree & Company, P.C. (Troy, MI)

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

         24-a      Power of Attorney of Officer/Director

         24-b      Power of Attorney of Officer/Director

         24-c      Powers of Attorney of Directors