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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                        Stock Purchase and Deferral Plan
                             and Cash Deferral Plan
                            (Full Title of the Plan)

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of         Amount      Proposed Maximum  Proposed Maximum       Amount of
Securities       to be       Offering Price       Aggregate        Registration
To Be          Registered     Per Share        Offering Price            Fee
Registered
--------------------------------------------------------------------------------
Common Stock,   55,000,000       $26.14          $1,437,000,000        $182,157
par value                          (2)                  (2)               (2)
$1.00
per share (1)
--------------------------------------------------------------------------------
Options         34,000,000        $26.14           $888,760,000        $112,606
(3)(4)                              (2)                  (2)              (2)
--------------------------------------------------------------------------------
Deferred        $25,000,000        100%             $25,000,000          $3,168
Compensation
Obligations (5)
--------------------------------------------------------------------------------
(1) The number of shares  being  registered  represents  the number of shares of
    Common  Stock which may be issued  pursuant to the Stock  Purchase  and
    Deferral Plan.
(2) The price per share was calculated in accordance  with Rule 457(c) and (h)
    of the Securities Act of 1933 for purposes of calculating  the  registration
    fee. The maximum aggregate offering price was computed by multiplying
    55,000,000 shares and 34,000,000  options by the  average of the high and
    low price of the stock on November 18, 2004.
(3) Each option  entitles the holder to purchase one share of common stock.
(4) No separate  consideration  will be received for the issuance of the
    options.
(5) The  deferred  compensation  obligations  are the unsecured obligations of
    SBC Communications Inc. to pay deferred compensation in the future in
    accordance with the terms of the Cash Deferral Plan.

Pursuant  to  Rule  416(a)  of the  Securities  Act of  1933  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)  of the  Securities  Act of  1933,  this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.


<PAGE>


                   PART I. INFORMATION REQUIRED IN PROSPECTUS

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



            PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

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


Item 4.  Description of Securities

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


Item 5.  Interests of Named Experts and Counsel

      None.


                                                                              2

<PAGE>


Item 6.  Indemnification of Directors and Officers

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

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

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

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

     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

                                                                               3
<PAGE>

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


Item 7.  Exemption from Registration Claimed

     Not applicable.


Item 8.  Exhibits

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

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

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

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

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

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors


Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

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

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

                  (ii)     to reflect in the prospectus any facts or events
                           arising  after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of

                                                                               4
<PAGE>

                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated  maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

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

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

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

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

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

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

                                                                               5
<PAGE>
                                   SIGNATURES


         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 24th day of
November, 2004.

                                            SBC COMMUNICATIONS INC.


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


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

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

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


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

                                           November 24, 2004

--------------------------------------------------------------------------------
DIRECTORS:

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

--------------------------------------------------------------------------------
*  By power of attorney

                                                                               6
<PAGE>



                               INDEX TO EXHIBITS


Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

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

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

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

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

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors




                                                                               7
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{"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": "333-120765", "film-number": "041167430"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-Q-04", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-Q-04", "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 November xx, 2004.
                             Registration No. xxxx

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                        Stock Purchase and Deferral Plan
                             and Cash Deferral Plan
                            (Full Title of the Plan)

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of         Amount      Proposed Maximum  Proposed Maximum       Amount of
Securities       to be       Offering Price       Aggregate        Registration
To Be          Registered     Per Share        Offering Price            Fee
Registered
--------------------------------------------------------------------------------
Common Stock,   55,000,000       $26.14          $1,437,000,000        $182,157
par value                          (2)                  (2)               (2)
$1.00
per share (1)
--------------------------------------------------------------------------------
Options         34,000,000        $26.14           $888,760,000        $112,606
(3)(4)                              (2)                  (2)              (2)
--------------------------------------------------------------------------------
Deferred        $25,000,000        100%             $25,000,000          $3,168
Compensation
Obligations (5)
--------------------------------------------------------------------------------
(1) The number of shares  being  registered  represents  the number of shares of
    Common  Stock which may be issued  pursuant to the Stock  Purchase  and
    Deferral Plan.
(2) The price per share was calculated in accordance  with Rule 457(c) and (h)
    of the Securities Act of 1933 for purposes of calculating  the  registration
    fee. The maximum aggregate offering price was computed by multiplying
    55,000,000 shares and 34,000,000  options by the  average of the high and
    low price of the stock on November 18, 2004.
(3) Each option  entitles the holder to purchase one share of common stock.
(4) No separate  consideration  will be received for the issuance of the
    options.
(5) The  deferred  compensation  obligations  are the unsecured obligations of
    SBC Communications Inc. to pay deferred compensation in the future in
    accordance with the terms of the Cash Deferral Plan.

Pursuant  to  Rule  416(a)  of the  Securities  Act of  1933  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)  of the  Securities  Act of  1933,  this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.
PART I. INFORMATION REQUIRED IN PROSPECTUS

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

            PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

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

Item 4.  Description of Securities

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

Item 5.  Interests of Named Experts and Counsel

      None.

                                                                              2
Item 6.  Indemnification of Directors and Officers

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

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

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

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

     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

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

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

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

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

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

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

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors

Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

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

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

                  (ii)     to reflect in the prospectus any facts or events
                           arising  after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of

                                                                               4
securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated  maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

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

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

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

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

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

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

                                                                               5
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 24th day of
November, 2004.

                                            SBC COMMUNICATIONS INC.

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

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

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

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

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

                                           November 24, 2004

--------------------------------------------------------------------------------
DIRECTORS:

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

--------------------------------------------------------------------------------
*  By power of attorney

                                                                               6
INDEX TO EXHIBITS

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

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

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

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

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

     24-a         Power of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors

                                                                               7