As filed with the Securities and Exchange
Commission on April 3, 1998.                      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 Street, San Antonio, Texas 78205-2233
                      Attn: Judith M. Sahm, (210) 821-4105
                              ____________________

                      SBC 1995 MANAGEMENT STOCK OPTION PLAN
                              ____________________

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

TITLE OF          AMOUNT    PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
SECURITIES TO     TO BE      OFFERING PRICE       AGGREGATE        REGISTRATION
BE REGISTERED    REGISTERED    PER SHARE      OFFERING PRICE (1)      FEE(3)
--------------------------------------------------------------------------------
Common Stock,    50,000,000       (1)        $1,715,037,078.07     $505,935.94
$1.00 par value
per share (2)
--------------------------------------------------------------------------------

(1)  For purposes of calculating the registration  fee, an estimated  9,680,652,
     16,692,460 and 14,836,778  shares are proposed to be sold upon the exercise
     of  options  having  exercise  prices  of  $24.9375,   $27.50  and  $43.00,
     respectively.  The  price per share of the  remaining  estimated  8,790,110
     shares is estimated to be $42.8438 in  accordance  with Rule 457(c) and (h)
     for purposes of calculating the  registration fee (using the average of the
     high and low price of the stock as of April 1, 1998).  

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

(3)  Does not include an additional  5,991,648  shares of SBC Common Stock being
     carried  forward  from  Registration  Statement  No.  33-61715  on Form S-8
     pursuant  to  Rule  429  of  the  Securities  Act.  A  registration  fee of
     $49,099.23 for such  additional  securities  was  previously  paid with the
     filing of such registration statement.

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.  

Prospectus  herein also relates to Registration  Statement No. 33-61715 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, 1997;  SBC's Current  Reports on Form 8-K,  dated January 5,
1998,  and February 5, 1998;  the  description  of SBC's shares of common stock,
contained in its  Registration  Statement on Form 10, dated  November 15,  1983,
together with  amendments  thereto;  and the  description of the Preferred Stock
Purchase  Rights  contained in SBC's Form 8-A, dated February 9, 1989,  together
with amendments thereto.
 
     All documents filed by SBC pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended,  ("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;  SBC's common stock is registered  under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     None.



<PAGE>

Item 6.  Indemnification of Directors and Officers

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

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

     In  recognition  of the  directors'  and  officers'  need  for  substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner,  their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity  agreements  with each
of its directors and officers.
 
     Each agreement specifies that SBC will indemnify the director or officer to
the fullest extent permitted by law, as soon as practicable after written demand
is presented, against any and all expenses and losses arising out of any action,
suit or  proceeding,  inquiry  or  investigation  related  to the fact  that the
director  or  officer  is or was a  director,  officer  or  employee,  agent  or
fiduciary  of SBC or was  serving  another  corporation,  partnership  or  joint
venture in such a capacity at the request of SBC. Each  agreement  also provides
that SBC will promptly advance any expenses if requested to do so. Each director
and officer undertakes in the agreement to repay such advancements if it is

<PAGE>

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 Coopers & Lybrand L.L.P., Independent Accountants

       24-a         Power of Attorney of Edward E. Whitacre, Jr.

       24-b         Power of Attorney of Royce S. Caldwell

       24-c         Powers of Attorney of Directors

<PAGE>

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  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

          (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 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, each filing of the registrant's annual report pursuant to Section
          13(a) or 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 on the 3rd day of April 1998.
                     
                                        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            Donald E. Kiernan,
Accounting Officer:                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.*                 April 3, 1998
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Haskell M. Monroe, Jr.*
Toni Rembe*
S. Donley Ritchey*
Richard M. Rosenberg*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
------------------------------------
* By power of attorney

<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 Coopers & Lybrand L.L.P., Independent Accountants

         24-a       Power of Attorney of Edward E. Whitacre, Jr.

         24-b       Power of Attorney of Royce S. Caldwell

         24-c       Powers of Attorney of Directors
[{"type": "S-8", "sequence": "1", "description": "SBC 1995 MANAGEMENT STOCK OPTION PLAN", "secsgml_size_bytes": 19436}]
{"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": "333-49343", "film-number": "98587031"}, "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 April 3, 1998.                      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 Street, San Antonio, Texas 78205-2233
                      Attn: Judith M. Sahm, (210) 821-4105
                              ____________________

                      SBC 1995 MANAGEMENT STOCK OPTION PLAN
                              ____________________

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

TITLE OF          AMOUNT    PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
SECURITIES TO     TO BE      OFFERING PRICE       AGGREGATE        REGISTRATION
BE REGISTERED    REGISTERED    PER SHARE      OFFERING PRICE (1)      FEE(3)
--------------------------------------------------------------------------------
Common Stock,    50,000,000       (1)        $1,715,037,078.07     $505,935.94
$1.00 par value
per share (2)
--------------------------------------------------------------------------------

(1)  For purposes of calculating the registration  fee, an estimated  9,680,652,
     16,692,460 and 14,836,778  shares are proposed to be sold upon the exercise
     of  options  having  exercise  prices  of  $24.9375,   $27.50  and  $43.00,
     respectively.  The  price per share of the  remaining  estimated  8,790,110
     shares is estimated to be $42.8438 in  accordance  with Rule 457(c) and (h)
     for purposes of calculating the  registration fee (using the average of the
     high and low price of the stock as of April 1, 1998).  

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

(3)  Does not include an additional  5,991,648  shares of SBC Common Stock being
     carried  forward  from  Registration  Statement  No.  33-61715  on Form S-8
     pursuant  to  Rule  429  of  the  Securities  Act.  A  registration  fee of
     $49,099.23 for such  additional  securities  was  previously  paid with the
     filing of such registration statement.

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.  

Prospectus  herein also relates to Registration  Statement No. 33-61715 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, 1997;  SBC's Current  Reports on Form 8-K,  dated January 5,
1998,  and February 5, 1998;  the  description  of SBC's shares of common stock,
contained in its  Registration  Statement on Form 10, dated  November 15,  1983,
together with  amendments  thereto;  and the  description of the Preferred Stock
Purchase  Rights  contained in SBC's Form 8-A, dated February 9, 1989,  together
with amendments thereto.
 
     All documents filed by SBC pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended,  ("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;  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 Coopers & Lybrand L.L.P., Independent Accountants

       24-a         Power of Attorney of Edward E. Whitacre, Jr.

       24-b         Power of Attorney of Royce S. Caldwell

       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  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

          (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 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, each filing of the registrant's annual report pursuant to Section
          13(a) or 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 on the 3rd day of April 1998.
                     
                                        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            Donald E. Kiernan,
Accounting Officer:                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.*                 April 3, 1998
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Haskell M. Monroe, Jr.*
Toni Rembe*
S. Donley Ritchey*
Richard M. Rosenberg*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
------------------------------------
* By power of attorney
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 Coopers & Lybrand L.L.P., Independent Accountants

         24-a       Power of Attorney of Edward E. Whitacre, Jr.

         24-b       Power of Attorney of Royce S. Caldwell

         24-c       Powers of Attorney of Directors