As filed with the Securities and                    Registration No. 333-______
Exchange Commission on April 5, 2001.



                       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)



      2001 Stock Option Grant to Bargained-for and Certain Other Employees
                            (Full Title of the Plan)

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


                         CALCULATION OF REGISTRATION FEE
---------------- ----------   ----------------  ---------------    ------------
 Title of        Amount To    Proposed Maximum  Proposed Maximum   Amount of
 Securities To       Be       Offering Price    Aggregate          Registration
 Be Registered   Registered   Per Share         OfferingPrice      Fee
---------------- ----------  -----------------  ----------------   ------------
Common Stock,    20,000,000      $43.76           $875,200,000       $218,800
par value $1.00     (1)            (2)                (2)
per share
---------------  ----------  -----------------  ----------------   ------------
(1) The number of shares being  registered  represents  the number of shares of
    Common Stock that may be issued pursuant to the 2001 Stock Option Grant to
    Bargained-for and Certain Other Employees.
(2) The price per share was  calculated  in  accordance  with Rule  457(h)  for
    purposes  of  calculating  the registration  fee. The maximum  aggregate
    offering price was computed by multiplying  the shares of Common Stock
    which may be  purchased  upon the exercise of  outstanding  options by the
    price at which the options may be exercised.

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.

<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, 2000;  and the  description of SBC's shares of common stock,
contained in its Registration Statement on Form 10, dated November 15, 1983.

     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 Arthur Andersen 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

     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.

        (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;

                  (ii)   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;

                  (iii)  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)(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
               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; 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, each
               filing of the  registrant's  annual report  pursuant to Section
               13(a) or 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 5th day of
April 2001.

                                            SBC COMMUNICATIONS INC.


                                            By: /s/ Donald E. Kiernan
                                                Donald E. Kiernan
                                                Senior Executive Vice President
                                                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                     Donald E. Kiernan
and Accounting Officer:                 Senior Executive Vice President and
                                        Chief Financial Officer
DIRECTORS:
Gilbert F. Amelio*
Clarence C. Barksdale*                  By:  /s/ Donald E. Kiernan
James E. Barnes*                        Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                    for Mr. Whitacre, the Directors, and on
William P. Clark*                       his own behalf as Principal Financial
Martin K. Eby, Jr.*                     and Accounting Officer
Herman E. Gallegos*
James A. Henderson*                     April 5, 2001
Bobby R. Inman*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
Laura D'Andrea Tyson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney


<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 Arthur Andersen 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": "333-58332", "film-number": "1596309"}, "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                    Registration No. 333-______
Exchange Commission on April 5, 2001.

                       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)

      2001 Stock Option Grant to Bargained-for and Certain Other Employees
                            (Full Title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE
---------------- ----------   ----------------  ---------------    ------------
 Title of        Amount To    Proposed Maximum  Proposed Maximum   Amount of
 Securities To       Be       Offering Price    Aggregate          Registration
 Be Registered   Registered   Per Share         OfferingPrice      Fee
---------------- ----------  -----------------  ----------------   ------------
Common Stock,    20,000,000      $43.76           $875,200,000       $218,800
par value $1.00     (1)            (2)                (2)
per share
---------------  ----------  -----------------  ----------------   ------------
(1) The number of shares being  registered  represents  the number of shares of
    Common Stock that may be issued pursuant to the 2001 Stock Option Grant to
    Bargained-for and Certain Other Employees.
(2) The price per share was  calculated  in  accordance  with Rule  457(h)  for
    purposes  of  calculating  the registration  fee. The maximum  aggregate
    offering price was computed by multiplying  the shares of Common Stock
    which may be  purchased  upon the exercise of  outstanding  options by the
    price at which the options may be exercised.

Pursuant  to  Rule  416(a)  this   Registration   Statement   also  covers  such
indeterminate  number of  additional  shares of Common  Stock as is necessary to
eliminate any dilutive  effect of any future stock split or stock  dividend.  No
additional registration fee is required.
PART I. INFORMATION REQUIRED IN 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, 2000;  and the  description of SBC's shares of common stock,
contained in its Registration Statement on Form 10, dated November 15, 1983.

     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 Arthur Andersen 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

     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.

        (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;

                  (ii)   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;

                  (iii)  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)(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
               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; 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, each
               filing of the  registrant's  annual report  pursuant to Section
               13(a) or 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 5th day of
April 2001.

                                            SBC COMMUNICATIONS INC.

                                            By: /s/ Donald E. Kiernan
                                                Donald E. Kiernan
                                                Senior Executive Vice President
                                                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                     Donald E. Kiernan
and Accounting Officer:                 Senior Executive Vice President and
                                        Chief Financial Officer
DIRECTORS:
Gilbert F. Amelio*
Clarence C. Barksdale*                  By:  /s/ Donald E. Kiernan
James E. Barnes*                        Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                    for Mr. Whitacre, the Directors, and on
William P. Clark*                       his own behalf as Principal Financial
Martin K. Eby, Jr.*                     and Accounting Officer
Herman E. Gallegos*
James A. Henderson*                     April 5, 2001
Bobby R. Inman*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
Laura D'Andrea Tyson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
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 Arthur Andersen 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