As filed with the Securities and Exchange Commission on October 26, 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, San Antonio, Texas  78205-2233
                      Attn:  Judith Sahm, (210) 821-4105
                             ____________________

                               SBC SAVINGS PLAN

                        SBC SAVINGS AND SECURITY PLAN

              PACIFIC TELESIS GROUP SUPPLEMENTAL RETIREMENT AND
                   SAVINGS PLAN FOR NONSALARIED EMPLOYEES

               PACIFIC TELESIS GROUP 1994 STOCK INCENTIVE PLAN

                    PACIFIC TELESIS GROUP STOCK OPTION AND
                        STOCK APPRECIATION RIGHTS PLAN

                 PACIFIC TELESIS GROUP NONEMPLOYEE DIRECTOR
                               STOCK OPTION PLAN

                   SNET MANAGEMENT RETIREMENT SAVINGS PLAN

                 SNET BARGAINING UNIT RETIREMENT SAVINGS PLAN

                         SNET 1986 STOCK OPTION PLAN

                        SNET 1995 STOCK INCENTIVE PLAN
                             ____________________





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

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



 

CALCULATION OF REGISTRATION FEE

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

Common Stock,    38,000,000      $ 42.25        $ 1,605,500,000      $ 446,329
par value $1.00
per share (2)

(1) The price per share was calculated in accordance with Rule 457(c) and (h)
    for purposes of calculating the registration fee.  The maximum aggregate
    offering price was computed by multiplying 38,000,000 shares by the
    average of the high and low price of the stock on the 19th of October 1998.
(2) Includes rights attached pursuant to the registrant's Rights Agreement.

Pursuant  to  Rule  416(a)  this  Registration   Statement  also  covers  such
indeterminate  number of additional  shares of Common Stock as is necessary to
eliminate  any dilutive  effect of any future  stock split or stock  dividend.
No additional registration fee is required.

In addition,  pursuant to Rule 416(c), this Registration Statement also covers
an  indeterminate  amount of interests  to be offered or sold  pursuant to the
employee benefit plan(s) described herein.

Prospectuses used in connection  herewith also relate to Registration  Statement
No. 333-24295 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;  Amendment  No. 1 to the 1997 SBC 10-K on Form 10-K/A,
filed June 23, 1998;  Amendment No. 2 to the 1997 SBC 10-K on Form 10-K/A, filed
June 26, 1998;  Quarterly  Report on Form 10-Q for the quarters  ended March 31,
1998,  and June 30,  1998;  the  description  of SBC's  shares of common  stock,
contained in its Registration Statement on Form 10, dated November 15, 1983; the
description of SBC's  Preferred  Stock Purchase  Rights  contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto; and SBC's Current
Reports on Form 8-K, dated January 5, 1998,  February 5, 1998, May 11, 1998, and
October 15, 1998.

     The following  additional  documents are hereby incorporated by reference:
Annual Report on Form 11-K for the SNET Management  Retirement  Savings Plan for
the year ended December 31, 1997 and the Annual Report on Form 11-K for the SNET
Bargaining Unit Retirement Savings Plan for the year ended December 31, 1997.

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

Item 4.  Description of Capital Stock

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

Item 5.  Interests of Named Experts and Counsel

      None.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

   Exhibit
   Number    Description of Exhibits

     5       Validity opinion of James D. Ellis, Esq.

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

     23-b    Consent of PricewaterhouseCoopers L.L.P. (San Francisco, CA)

     23-c    Consent of Arthur Andersen L.L.P. (Stamford, CT)

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

     24-a    Power of Attorney of Officer/Directors

     24-b    Powers of Attorney of Directors


Item 9.  Undertakings

      Insofar as indemnification  for liabilities arising under the Securities
Act may be permitted to  directors,  officers and  controlling  persons of the
registrant  pursuant  to the  provisions  referred  to in Item 6 or  otherwise
(excluding  the insurance  policies  referred to therein),  the registrant has
been  advised that in the opinion of the SEC such  indemnification  is against
public  policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
unenforceable.  In the event  that a claim for  indemnification  against  such
liabilities  (other than the payment by the registrant of expenses incurred or
paid by a director,  officer or  controlling  person of the  registrant in the
successful  defense of any  action,  suit or  proceeding)  is asserted by such
director,  officer or  controlling  person in connection  with the  securities
being  registered,  the registrant will,  unless in the opinion of its counsel
the matter has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction the question whether such  indemnification  by it is
against  public  policy as  expressed  in the Act and will be  governed by the
final adjudication of such issue.

      The undersigned registrant hereby undertakes:

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

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

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

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

           provided,   however,   that   the   undertakings   set   forth   in
           paragraphs (a)  and  (b)  above  do not  apply  if the  information
           required  to be  included in a  post-effective  amendment  by those
           paragraphs   is  contained  in  periodic   reports   filed  by  the
           registrant  pursuant to Section 13 or Section 15(d) of the Exchange
           Act  that  are  incorporated  by  reference  in  this  Registration
           Statement.

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

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

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

<PAGE>
                                  SIGNATURES


THE REGISTRANT:

      Pursuant to the  requirements  of the  Securities  Act,  the  registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of San Antonio,  State of Texas, on the 26th day of
October 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 Accounting Officer: Donald E. Kiernan
                                            Senior Vice President, Treasurer
                                            and Chief Financial Officer


DIRECTORS:
Clarence C. Barksdale*                By:  /s/ Donald E. Kiernan
James E. Barnes*                          Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                      for  Mr.  Whitacre,  the  Directors,
Royce S. Caldwell*                        and on his own behalf as Principal
Ruben R. Cardenas*                        Financial Officer and Principal   
William P. Clark*                         Accounting Officer
Martin K. Eby, Jr.*
Herman E. Gallegos*                       October 26, 1998
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>
                                  SIGNATURES

THE PLAN:

      Pursuant to the  requirements of the Securities  Act, the  administrator
for the Plans set forth below has duly caused this  Registration  Statement to
be signed on its behalf by the undersigned,  thereunto duly authorized, in the
City of San Antonio, State of Texas, on the 26th day of October 1998.

                              SBC Savings Plan
                              SBC Savings and Security Plan
                              Pacific Telesis Group Supplemental Retirement
                                    and Savings Plan for Nonsalaried Employees



                              By  SBC Communications Inc.,
                                  Administrator for the Foregoing Plans


                              By:   /s/ Cassandra C. Carr
                                  Cassandra C. Carr
                                  Senior Vice President - Human Resources

 


<PAGE>
THE PLAN:

      Pursuant to the  requirements of the Securities  Act, the  administrator
for the Plans set forth below has duly caused this  Registration  Statement to
be signed on its behalf by the undersigned,  thereunto duly authorized, in the
City of New Haven, State of Connecticut, on the 26th day of October 1998.


                              SNET Management Retirement Savings Plan
                              SNET Bargaining Unit Retirement Savings Plan


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


                              By:   /s/ Karin D. Mayhew
                                  Karin D. Mayhew
                                  Senior Vice President - Organization
                                  Development

<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 PricewaterhouseCoopers L.L.P. (San Francisco, CA)

      23-c   Consent of Arthur Andersen L.L.P. (Stamford, CT)

      23-d   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
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22418}]
{"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": "333-66105", "film-number": "98730485"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-4", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-4", "city": "SAN ANTONIO", "state": "TX", "zip": "78205"}, "former-company": {"former-conformed-name": "SOUTHWESTERN BELL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 26, 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, San Antonio, Texas  78205-2233
                      Attn:  Judith Sahm, (210) 821-4105
                             ____________________

                               SBC SAVINGS PLAN

                        SBC SAVINGS AND SECURITY PLAN

              PACIFIC TELESIS GROUP SUPPLEMENTAL RETIREMENT AND
                   SAVINGS PLAN FOR NONSALARIED EMPLOYEES

               PACIFIC TELESIS GROUP 1994 STOCK INCENTIVE PLAN

                    PACIFIC TELESIS GROUP STOCK OPTION AND
                        STOCK APPRECIATION RIGHTS PLAN

                 PACIFIC TELESIS GROUP NONEMPLOYEE DIRECTOR
                               STOCK OPTION PLAN

                   SNET MANAGEMENT RETIREMENT SAVINGS PLAN

                 SNET BARGAINING UNIT RETIREMENT SAVINGS PLAN

                         SNET 1986 STOCK OPTION PLAN

                        SNET 1995 STOCK INCENTIVE PLAN
                             ____________________
Name, address and telephone               Please send copies of all
number of agent for service:              communications to:

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

 

CALCULATION OF REGISTRATION FEE

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

Common Stock,    38,000,000      $ 42.25        $ 1,605,500,000      $ 446,329
par value $1.00
per share (2)

(1) The price per share was calculated in accordance with Rule 457(c) and (h)
    for purposes of calculating the registration fee.  The maximum aggregate
    offering price was computed by multiplying 38,000,000 shares by the
    average of the high and low price of the stock on the 19th of October 1998.
(2) Includes rights attached pursuant to the registrant's Rights Agreement.

Pursuant  to  Rule  416(a)  this  Registration   Statement  also  covers  such
indeterminate  number of additional  shares of Common Stock as is necessary to
eliminate  any dilutive  effect of any future  stock split or stock  dividend.
No additional registration fee is required.

In addition,  pursuant to Rule 416(c), this Registration Statement also covers
an  indeterminate  amount of interests  to be offered or sold  pursuant to the
employee benefit plan(s) described herein.

Prospectuses used in connection  herewith also relate to Registration  Statement
No. 333-24295 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;  Amendment  No. 1 to the 1997 SBC 10-K on Form 10-K/A,
filed June 23, 1998;  Amendment No. 2 to the 1997 SBC 10-K on Form 10-K/A, filed
June 26, 1998;  Quarterly  Report on Form 10-Q for the quarters  ended March 31,
1998,  and June 30,  1998;  the  description  of SBC's  shares of common  stock,
contained in its Registration Statement on Form 10, dated November 15, 1983; the
description of SBC's  Preferred  Stock Purchase  Rights  contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto; and SBC's Current
Reports on Form 8-K, dated January 5, 1998,  February 5, 1998, May 11, 1998, and
October 15, 1998.

     The following  additional  documents are hereby incorporated by reference:
Annual Report on Form 11-K for the SNET Management  Retirement  Savings Plan for
the year ended December 31, 1997 and the Annual Report on Form 11-K for the SNET
Bargaining Unit Retirement Savings Plan for the year ended December 31, 1997.

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

Item 4.  Description of Capital Stock

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

Item 5.  Interests of Named Experts and Counsel

      None.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

   Exhibit
   Number    Description of Exhibits

     5       Validity opinion of James D. Ellis, Esq.

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

     23-b    Consent of PricewaterhouseCoopers L.L.P. (San Francisco, CA)

     23-c    Consent of Arthur Andersen L.L.P. (Stamford, CT)

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

     24-a    Power of Attorney of Officer/Directors

     24-b    Powers of Attorney of Directors

Item 9.  Undertakings

      Insofar as indemnification  for liabilities arising under the Securities
Act may be permitted to  directors,  officers and  controlling  persons of the
registrant  pursuant  to the  provisions  referred  to in Item 6 or  otherwise
(excluding  the insurance  policies  referred to therein),  the registrant has
been  advised that in the opinion of the SEC such  indemnification  is against
public  policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
unenforceable.  In the event  that a claim for  indemnification  against  such
liabilities  (other than the payment by the registrant of expenses incurred or
paid by a director,  officer or  controlling  person of the  registrant in the
successful  defense of any  action,  suit or  proceeding)  is asserted by such
director,  officer or  controlling  person in connection  with the  securities
being  registered,  the registrant will,  unless in the opinion of its counsel
the matter has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction the question whether such  indemnification  by it is
against  public  policy as  expressed  in the Act and will be  governed by the
final adjudication of such issue.

      The undersigned registrant hereby undertakes:

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

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

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

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

           provided,   however,   that   the   undertakings   set   forth   in
           paragraphs (a)  and  (b)  above  do not  apply  if the  information
           required  to be  included in a  post-effective  amendment  by those
           paragraphs   is  contained  in  periodic   reports   filed  by  the
           registrant  pursuant to Section 13 or Section 15(d) of the Exchange
           Act  that  are  incorporated  by  reference  in  this  Registration
           Statement.

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

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

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

THE REGISTRANT:

      Pursuant to the  requirements  of the  Securities  Act,  the  registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of San Antonio,  State of Texas, on the 26th day of
October 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 Accounting Officer: Donald E. Kiernan
                                            Senior Vice President, Treasurer
                                            and Chief Financial Officer

DIRECTORS:
Clarence C. Barksdale*                By:  /s/ Donald E. Kiernan
James E. Barnes*                          Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                      for  Mr.  Whitacre,  the  Directors,
Royce S. Caldwell*                        and on his own behalf as Principal
Ruben R. Cardenas*                        Financial Officer and Principal   
William P. Clark*                         Accounting Officer
Martin K. Eby, Jr.*
Herman E. Gallegos*                       October 26, 1998
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
SIGNATURES

THE PLAN:

      Pursuant to the  requirements of the Securities  Act, the  administrator
for the Plans set forth below has duly caused this  Registration  Statement to
be signed on its behalf by the undersigned,  thereunto duly authorized, in the
City of San Antonio, State of Texas, on the 26th day of October 1998.

                              SBC Savings Plan
                              SBC Savings and Security Plan
                              Pacific Telesis Group Supplemental Retirement
                                    and Savings Plan for Nonsalaried Employees

                              By  SBC Communications Inc.,
                                  Administrator for the Foregoing Plans

                              By:   /s/ Cassandra C. Carr
                                  Cassandra C. Carr
                                  Senior Vice President - Human Resources
THE PLAN:

      Pursuant to the  requirements of the Securities  Act, the  administrator
for the Plans set forth below has duly caused this  Registration  Statement to
be signed on its behalf by the undersigned,  thereunto duly authorized, in the
City of New Haven, State of Connecticut, on the 26th day of October 1998.

                              SNET Management Retirement Savings Plan
                              SNET Bargaining Unit Retirement Savings Plan

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

                              By:   /s/ Karin D. Mayhew
                                  Karin D. Mayhew
                                  Senior Vice President - Organization
                                  Development
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 PricewaterhouseCoopers L.L.P. (San Francisco, CA)

      23-c   Consent of Arthur Andersen L.L.P. (Stamford, CT)

      23-d   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