As filed with the Securities and Exchange Commission on November 25, 2002.
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.
             (Exact Name of Registrant as Specified in Its Charter)

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

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

                SBC Savings Plan, SBC Savings and Security Plan,
     Pacific Telesis Group 1994 Stock Incentive Plan, Pacific Telesis Group
     Stock Option and Stock Appreciation Rights Plan, Pacific Telesis Group
      Nonemployee Director Stock Option Plan, SNET 1986 Stock Option Plan,
       SNET 1995 Stock Incentive Plan, Ameritech Long Term Incentive Plan,
         Ameritech 1989 Long Term Incentive Plan, Ameritech Corporation
      Long-Term Stock Incentive Plan, and DonTech Profit Participation Plan

                            (Full Title of the Plans)

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



                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title            Amount to be      Proposed            Proposed          Amount
of               Registered        Maximum             Maximum             of
Securities                         Offering            Aggregate    Registration
To Be                              Price Per           Offering           Fee
Registered                         Share               Price
--------------------------------------------------------------------------------

Common Stock,    56,000,000        $25.39          $1,421,840,000      $130,810
par value $1.00
per share (1)       (2)            (3)                  (3)               (2)
--------------------------------------------------------------------------------
(1)  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)
under 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.

(2)  Pursuant to General  Instruction  E of Form S-8, the total amount of shares
being  registered is 56,000,000,  of which  38,397,895  shares are unsold shares
that are being carried forward from Registration Statement No. 333-88667 on Form
S-8 filed by registrant on October 8, 1999. A  registration  fee of $314,518 was
previously paid with the filing of such registration  statement and, pursuant to
Rule  457(p),  was used to offset the filing  fee for  common  stock  registered
herein.

(3) 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  56,000,000  shares by the average of the high
and low price of the stock on November 19, 2002.

<PAGE>

                   PART I. INFORMATION REQUIRED IN PROSPECTUS


     Pursuant to the Note to Part 1 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, 2001;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2002,  June 30, 2002, and September 30, 2002; the description of SBC's
shares of common  stock,  contained  in its  Registration  Statement on Form 10,
dated  November 15, 1983;  and SBC's Current  Reports on Form 8-K, dated January
24, 2002,  June 24, 2002,  June 28, 2002,  August 1, 2002,  August 12, 2002, and
October 16, 2002.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2001, for each
of the SBC Savings  Plan,  the SBC Savings and  Security  Plan,  and the DonTech
Profit Participation Plan.

     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.

<PAGE>



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.

<PAGE>



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 LLP

     23-c         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
                    decreas 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  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.


<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 25th day of November 2002.

                                            SBC COMMUNICATIONS INC.


                                            By:  Randall L. Stephenson
                                                 Randall L. Stephenson
                                                 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 and Chief Executive Officer

Principal Financial                         Randall L. Stephenson
and Accounting Officer:                     Senior Executive Vice President
                                            and Chief Financial Officer


                                            By:  Randall L. Stephenson
                                                 Randall L. Stephenson,
                                                 as attorney-in-fact
                                                 for Mr. Whitacre,
                                                 the Directors, and on
                                                 his own behalf as
                                                 Principal Financial
                                                 and Accounting Officer

                                                 November 25, 2002

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


Gilbert F. Amelio*                            Lynn M. Martin*
Clarence C. Barksdale*                        John B. McCoy*
James E. Barnes*                              Mary S. Metz*
August A. Busch III*                          Toni Rembe*
William P. Clark*                             S. Donley Ritchey*
Martin K. Eby, Jr.*                           Joyce M. Roche*
Herman E. Gallegos*                           Carlos Slim Helu*
Jess T. Hay*                                  Laura D'Andrea Tyson*
James A. Henderson*                           Patricia P. Upton*
Bobby R. Inman*                               Edward E. Whitacre, Jr.*
Charles F. Knight*



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


<PAGE>


                                   SIGNATURES


         The Plans.  Pursuant to the  requirements  of the Securities Act of
1933 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 this 25th day of November 2002.


                                          SBC Savings Plan
                                          SBC Savings and Security Plan

                                          By SBC Communications Inc.,
                                          Administrator for each of the
                                          foregoing Plans



                                          By: Karen E. Jennings
                                              Karen E. Jennings
                                              Senior Executive Vice President -
                                              Human Resources and Communications

<PAGE>


                                   SIGNATURES


     The Plan.  Pursuant to the  requirements  of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
City  of  Chicago,   State  of  Illinois,   on  this   25th  day  of
November 2002.

                                            DonTech Profit Participating Plan

                                            By DonTech,
                                            Administrator for the foregoing Plan



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


<PAGE>


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 LLP

     23-c             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
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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": "333-101433", "film-number": "02839108"}, "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-R-6", "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 25, 2002.
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.
             (Exact Name of Registrant as Specified in Its Charter)

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

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

                SBC Savings Plan, SBC Savings and Security Plan,
     Pacific Telesis Group 1994 Stock Incentive Plan, Pacific Telesis Group
     Stock Option and Stock Appreciation Rights Plan, Pacific Telesis Group
      Nonemployee Director Stock Option Plan, SNET 1986 Stock Option Plan,
       SNET 1995 Stock Incentive Plan, Ameritech Long Term Incentive Plan,
         Ameritech 1989 Long Term Incentive Plan, Ameritech Corporation
      Long-Term Stock Incentive Plan, and DonTech Profit Participation Plan

                            (Full Title of the Plans)

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title            Amount to be      Proposed            Proposed          Amount
of               Registered        Maximum             Maximum             of
Securities                         Offering            Aggregate    Registration
To Be                              Price Per           Offering           Fee
Registered                         Share               Price
--------------------------------------------------------------------------------

Common Stock,    56,000,000        $25.39          $1,421,840,000      $130,810
par value $1.00
per share (1)       (2)            (3)                  (3)               (2)
--------------------------------------------------------------------------------
(1)  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)
under 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.

(2)  Pursuant to General  Instruction  E of Form S-8, the total amount of shares
being  registered is 56,000,000,  of which  38,397,895  shares are unsold shares
that are being carried forward from Registration Statement No. 333-88667 on Form
S-8 filed by registrant on October 8, 1999. A  registration  fee of $314,518 was
previously paid with the filing of such registration  statement and, pursuant to
Rule  457(p),  was used to offset the filing  fee for  common  stock  registered
herein.

(3) 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  56,000,000  shares by the average of the high
and low price of the stock on November 19, 2002.
PART I. INFORMATION REQUIRED IN PROSPECTUS

     Pursuant to the Note to Part 1 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, 2001;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2002,  June 30, 2002, and September 30, 2002; the description of SBC's
shares of common  stock,  contained  in its  Registration  Statement on Form 10,
dated  November 15, 1983;  and SBC's Current  Reports on Form 8-K, dated January
24, 2002,  June 24, 2002,  June 28, 2002,  August 1, 2002,  August 12, 2002, and
October 16, 2002.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2001, for each
of the SBC Savings  Plan,  the SBC Savings and  Security  Plan,  and the DonTech
Profit Participation Plan.

     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 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 LLP

     23-c         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
                    decreas 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  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.
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 25th day of November 2002.

                                            SBC COMMUNICATIONS INC.

                                            By:  Randall L. Stephenson
                                                 Randall L. Stephenson
                                                 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 and Chief Executive Officer

Principal Financial                         Randall L. Stephenson
and Accounting Officer:                     Senior Executive Vice President
                                            and Chief Financial Officer

                                            By:  Randall L. Stephenson
                                                 Randall L. Stephenson,
                                                 as attorney-in-fact
                                                 for Mr. Whitacre,
                                                 the Directors, and on
                                                 his own behalf as
                                                 Principal Financial
                                                 and Accounting Officer

                                                 November 25, 2002

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

Gilbert F. Amelio*                            Lynn M. Martin*
Clarence C. Barksdale*                        John B. McCoy*
James E. Barnes*                              Mary S. Metz*
August A. Busch III*                          Toni Rembe*
William P. Clark*                             S. Donley Ritchey*
Martin K. Eby, Jr.*                           Joyce M. Roche*
Herman E. Gallegos*                           Carlos Slim Helu*
Jess T. Hay*                                  Laura D'Andrea Tyson*
James A. Henderson*                           Patricia P. Upton*
Bobby R. Inman*                               Edward E. Whitacre, Jr.*
Charles F. Knight*

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

         The Plans.  Pursuant to the  requirements  of the Securities Act of
1933 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 this 25th day of November 2002.

                                          SBC Savings Plan
                                          SBC Savings and Security Plan

                                          By SBC Communications Inc.,
                                          Administrator for each of the
                                          foregoing Plans

                                          By: Karen E. Jennings
                                              Karen E. Jennings
                                              Senior Executive Vice President -
                                              Human Resources and Communications
SIGNATURES

     The Plan.  Pursuant to the  requirements  of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
City  of  Chicago,   State  of  Illinois,   on  this   25th  day  of
November 2002.

                                            DonTech Profit Participating Plan

                                            By DonTech,
                                            Administrator for the foregoing Plan

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

     23-c             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