As  filed  with the Securities and Exchange Commission  on  August  10,
1995.               Registration No. ______________

                  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 Street, San Antonio, Texas  78205-2233
                  Attn:  Judith Sahm, (210) 821-4105
                         ____________________

                   1995 MANAGEMENT STOCK OPTION PLAN
                         ____________________

Name, address and telephone 
number of agent for service:              
                                           Please send copies
                                           of all communications to:

Judith Sahm                                 Wayne Wirtz, Esq.
SBC  Communications Inc.                    SBC Communications Inc.
175 E. Houston Street, 11th Floor           175 E. Houston Street, 12th Floor
San  Antonio, Texas  78205-2233             San Antonio, Texas  78205-2233
   (210) 821-4105

                                   

                    CALCULATION OF REGISTRATION FEE

                AMOUNT        PROPOSED       PROPOSED      AMOUNT OF
TITLE OF         TO BE        MAXIMUM        MAXIMUM      REGISTRATION
SECURITIES    REGISTERED   OFFERING PRICE   AGGREGATE         FEE
TO                            PER SHARE      OFFERING
BE                                          PRICE (1)
REGISTERED

Common        5,000,000         (1)        $237,643,750    $81,946.12
Stock,
$1.00 par
value
per share
(2)


(1)   For  purposes of calculating the registration fee, an  estimated
  4,590,000  shares  are  proposed to be sold  upon  the  exercise  of
  options  having an exercise price of $47.375.  The price  per  share
  of  the  remaining  estimated 410,000 shares is  estimated  to  be
  $49.250  in  accordance with Rule 457(c) and (h) (using the  average
  of the high and low price of the stock as of August 3, 1995).

(2)   Includes rights attached pursuant to the registrant's Shareowner
  Rights Plan.

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.


            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).

     PART II.       INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The  following  documents have been filed by SBC  Communications
Inc.  (the  "Corporation") with the Securities and Exchange Commission
(the  "SEC")  (File  No.  1-8610)  and  are  incorporated  herein   by
reference:

     (1)Annual  Report  on Form 10-K for the year ended  December  31,
        1994.

        (2)Quarterly  Reports on Form 10-Q for the three months  ended
        March 31 and June 30, 1995.

        (3)The  description  of  the Corporation's  shares  of  common
        stock,  par  value $1.00 per share ("Common Stock")  contained
        in  the Corporation's Registration Statement on Form 10, filed
        under  Section 12 of the Securities Exchange Act of 1934  (the
        "Exchange  Act") on November 16, 1983, including any amendment
        or report filed for the purpose of updating such description.

     (5)The   description  of  the  Preferred  Stock  Purchase  Rights
        contained  in  the  Corporation's Form 8-A dated  February  9,
        1989,  including  any  amendments or  reports  filed  for  the
        purpose of updating such description.

     All documents filed by the Corporation pursuant to Section 13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to the  filing  of
this  Registration Statement, 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;  the Corporation's Common Stock  is  registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

      The  consolidated  financial statements and financial  statement
schedules of the Corporation appearing or incorporated by reference in
the  Corporation's  Annual Report on Form  10-K  for  the  year  ended
December  31,  1994,  have  been  audited  by  Ernst  and  Young  LLP,
independent  auditors,  as  set forth in their  reports  included  and
incorporated   by  reference  therein  and  incorporated   herein   by
reference.   Such  consolidated  financial  statements  and  financial
statement  schedules are incorporated herein by reference in  reliance
upon such reports given upon the authority of such firm as experts  in
auditing and accounting.

Item 6.  Indemnification of Directors and Officers

     The statutes 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   the
Corporation) 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 the Corporation
or  by  reason  of the fact that he or she is or was  serving  at  the
request  of the Corporation 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 the Corporation.   With  respect  to  any
threatened, pending or completed action or suit by or in the right  of
the  Corporation,  the  statute  provides  that  the  Corporation  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 the  Corporation,
except  that  no  indemnification may be made if the Indemnitee  shall
have  been  adjudged to be liable to the Corporation  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 the Corporation provide  that
the   Corporation  shall  indemnify,  and  advance  expenses  to,  any
director, officer, employee or agent of the Corporation or any  person
serving as a director or officer of any other entity at the request of
the Corporation to the fullest extent permitted by law.

      Under  the  statute,  the Corporation may,  and  does,  maintain
insurance  policies covering the Corporation, any director or  officer
of  the  Corporation  and any person serving at  the  request  of  the
Corporation  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 the Corporation.

       In  recognition  of  the  directors'  and  officers'  need  for
substantial protection against personal liability in order  to  assure
their  continued  service to the Corporation 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, the Corporation has entered into indemnity
agreements with each of its directors and officers.

      Each agreement specifies that the Corporation 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  the Corporation or was serving another corporation, partnership or
joint  venture  in such a capacity at the request of the  Corporation.
Each  agreement  also  provides  that the  Corporation  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  the  Corporation'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, the Corporation 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,   the
Corporation  may  discontinue any one or  more  of  such  policies  or
coverages.  In such event, the Corporation 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, the Corporation's
bylaws,  and  the agreements between the Corporation and each  of  its
directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

      The  exhibits identified in parentheses below, on file with  the
SEC, are incorporated herein by reference as exhibits hereto.

     Exhibit
     Number   Description of Exhibits

     4            SBC Communications Inc. 1995 Management Stock Option
                  Plan

     5           Validity opinion of James D. Ellis, Esq.
     
     24          Consent of Ernst & Young LLP, Independent Auditors

     25          Powers of Attorney

Item 9.  Undertakings

      Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of 1933 (the "Securities Act") may  be  permitted  to
directors, officers and controlling persons of the registrant pursuant
to  the provisions referred to in Item 15 or otherwise (excluding  the
insurance  policies  referred to therein),  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
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 of 1933;

        (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;

        (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
        Securities  Act of 1934 that are incorporated by reference  in
        this Registration Statement.

        (2)that,  for  the purpose of determining any liability  under
        the  Securities  Act  of  1933, each post-effective  amendment
        that  contains a form of prospectus 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  of  1933,  each filing  of  the  registrant's
        annual  report pursuant to Section 13(a) or Section  15(d)  of
        the  Securities  Exchange Act of 1934 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 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 the 9th day of August, 1995.

                              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 of 1933, 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


                              By: /s/ Donald E. Kiernan
                                Donald E. Kiernan, as attorney-in-fact for
                                Mr. Whitacre, the Directors, and on
                                his own behalf as Principal Financial
DIRECTORS:                      Officer and Principal Accounting
                                Officer
Clarence C. Barksdale*
James E. Barnes*                August 9, 1995
Jack S. Blanton*
August A. Busch III*
Ruben R. Cardenas*
Martin K. Eby, Jr.*
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Sybil C. Mobley*
Haskell M. Monroe, Jr.*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*


* By power of attorney

                             EXHIBIT INDEX


  Exhibit
  Number       Description of Exhibits

    4         SBC Communications Inc. 1995 Management
              Stock Option Plan

    5         Validity opinion of James D. Ellis, Esq.

    24         Consent  of Ernst & Young LLP,  Independent
               Auditors

    25        Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19292}]
As  filed  with the Securities and Exchange Commission  on  August  10,
1995.               Registration No. ______________

                  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 Street, San Antonio, Texas  78205-2233
                  Attn:  Judith Sahm, (210) 821-4105
                         ____________________

                   1995 MANAGEMENT STOCK OPTION PLAN
                         ____________________

Name, address and telephone 
number of agent for service:              
                                           Please send copies
                                           of all communications to:

Judith Sahm                                 Wayne Wirtz, Esq.
SBC  Communications Inc.                    SBC Communications Inc.
175 E. Houston Street, 11th Floor           175 E. Houston Street, 12th Floor
San  Antonio, Texas  78205-2233             San Antonio, Texas  78205-2233
   (210) 821-4105

                                   

                    CALCULATION OF REGISTRATION FEE

                AMOUNT        PROPOSED       PROPOSED      AMOUNT OF
TITLE OF         TO BE        MAXIMUM        MAXIMUM      REGISTRATION
SECURITIES    REGISTERED   OFFERING PRICE   AGGREGATE         FEE
TO                            PER SHARE      OFFERING
BE                                          PRICE (1)
REGISTERED

Common        5,000,000         (1)        $237,643,750    $81,946.12
Stock,
$1.00 par
value
per share
(2)

(1)   For  purposes of calculating the registration fee, an  estimated
  4,590,000  shares  are  proposed to be sold  upon  the  exercise  of
  options  having an exercise price of $47.375.  The price  per  share
  of  the  remaining  estimated 410,000 shares is  estimated  to  be
  $49.250  in  accordance with Rule 457(c) and (h) (using the  average
  of the high and low price of the stock as of August 3, 1995).

(2)   Includes rights attached pursuant to the registrant's Shareowner
  Rights Plan.

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.

            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).

     PART II.       INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The  following  documents have been filed by SBC  Communications
Inc.  (the  "Corporation") with the Securities and Exchange Commission
(the  "SEC")  (File  No.  1-8610)  and  are  incorporated  herein   by
reference:

     (1)Annual  Report  on Form 10-K for the year ended  December  31,
        1994.

        (2)Quarterly  Reports on Form 10-Q for the three months  ended
        March 31 and June 30, 1995.

        (3)The  description  of  the Corporation's  shares  of  common
        stock,  par  value $1.00 per share ("Common Stock")  contained
        in  the Corporation's Registration Statement on Form 10, filed
        under  Section 12 of the Securities Exchange Act of 1934  (the
        "Exchange  Act") on November 16, 1983, including any amendment
        or report filed for the purpose of updating such description.

     (5)The   description  of  the  Preferred  Stock  Purchase  Rights
        contained  in  the  Corporation's Form 8-A dated  February  9,
        1989,  including  any  amendments or  reports  filed  for  the
        purpose of updating such description.

     All documents filed by the Corporation pursuant to Section 13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to the  filing  of
this  Registration Statement, 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;  the Corporation's Common Stock  is  registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

      The  consolidated  financial statements and financial  statement
schedules of the Corporation appearing or incorporated by reference in
the  Corporation's  Annual Report on Form  10-K  for  the  year  ended
December  31,  1994,  have  been  audited  by  Ernst  and  Young  LLP,
independent  auditors,  as  set forth in their  reports  included  and
incorporated   by  reference  therein  and  incorporated   herein   by
reference.   Such  consolidated  financial  statements  and  financial
statement  schedules are incorporated herein by reference in  reliance
upon such reports given upon the authority of such firm as experts  in
auditing and accounting.

Item 6.  Indemnification of Directors and Officers

     The statutes 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   the
Corporation) 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 the Corporation
or  by  reason  of the fact that he or she is or was  serving  at  the
request  of the Corporation 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 the Corporation.   With  respect  to  any
threatened, pending or completed action or suit by or in the right  of
the  Corporation,  the  statute  provides  that  the  Corporation  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 the  Corporation,
except  that  no  indemnification may be made if the Indemnitee  shall
have  been  adjudged to be liable to the Corporation  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 the Corporation provide  that
the   Corporation  shall  indemnify,  and  advance  expenses  to,  any
director, officer, employee or agent of the Corporation or any  person
serving as a director or officer of any other entity at the request of
the Corporation to the fullest extent permitted by law.

      Under  the  statute,  the Corporation may,  and  does,  maintain
insurance  policies covering the Corporation, any director or  officer
of  the  Corporation  and any person serving at  the  request  of  the
Corporation  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 the Corporation.

       In  recognition  of  the  directors'  and  officers'  need  for
substantial protection against personal liability in order  to  assure
their  continued  service to the Corporation 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, the Corporation has entered into indemnity
agreements with each of its directors and officers.

      Each agreement specifies that the Corporation 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  the Corporation or was serving another corporation, partnership or
joint  venture  in such a capacity at the request of the  Corporation.
Each  agreement  also  provides  that the  Corporation  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  the  Corporation'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, the Corporation 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,   the
Corporation  may  discontinue any one or  more  of  such  policies  or
coverages.  In such event, the Corporation 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, the Corporation's
bylaws,  and  the agreements between the Corporation and each  of  its
directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

      The  exhibits identified in parentheses below, on file with  the
SEC, are incorporated herein by reference as exhibits hereto.

     Exhibit
     Number   Description of Exhibits

     4            SBC Communications Inc. 1995 Management Stock Option
                  Plan

     5           Validity opinion of James D. Ellis, Esq.
     
     24          Consent of Ernst & Young LLP, Independent Auditors

     25          Powers of Attorney

Item 9.  Undertakings

      Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of 1933 (the "Securities Act") may  be  permitted  to
directors, officers and controlling persons of the registrant pursuant
to  the provisions referred to in Item 15 or otherwise (excluding  the
insurance  policies  referred to therein),  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
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 of 1933;

        (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;

        (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
        Securities  Act of 1934 that are incorporated by reference  in
        this Registration Statement.

        (2)that,  for  the purpose of determining any liability  under
        the  Securities  Act  of  1933, each post-effective  amendment
        that  contains a form of prospectus 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  of  1933,  each filing  of  the  registrant's
        annual  report pursuant to Section 13(a) or Section  15(d)  of
        the  Securities  Exchange Act of 1934 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 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 the 9th day of August, 1995.

                              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 of 1933, 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

                              By: /s/ Donald E. Kiernan
                                Donald E. Kiernan, as attorney-in-fact for
                                Mr. Whitacre, the Directors, and on
                                his own behalf as Principal Financial
DIRECTORS:                      Officer and Principal Accounting
                                Officer
Clarence C. Barksdale*
James E. Barnes*                August 9, 1995
Jack S. Blanton*
August A. Busch III*
Ruben R. Cardenas*
Martin K. Eby, Jr.*
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Sybil C. Mobley*
Haskell M. Monroe, Jr.*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

* By power of attorney

                             EXHIBIT INDEX

  Exhibit
  Number       Description of Exhibits

    4         SBC Communications Inc. 1995 Management
              Stock Option Plan

    5         Validity opinion of James D. Ellis, Esq.

    24         Consent  of Ernst & Young LLP,  Independent
               Auditors

    25        Powers of Attorney