As filed with the Securities and Exchange
Commission on July 1,1997                     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 COMMUNICATIONS INC.
                          1996 STOCK AND 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,    13,000,000     $59.25        $770,250,000.00      $233,409.09
par value $1.00
per share (2)

(1) The price per share was estimated in accordance with Rule 457(c) and (h) for
    purposes of calculating the registration  fee. The fee was computed based on
    13,000,000 shares (and the average of the high and low price of the stock on
    June 26, 1997).
(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.


<PAGE>






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                                      2
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                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,  1996;  Quarterly  Report on Form 10-Q for the three  month
period ended March 31, 1997;  SBC's Current Reports on Form 8-K, dated March 14,
1997,  March 31,  1997,  April 1, 1997,  May 9,  1997,  and June 19,  1997;  the
description  of SBC's  shares of common  stock,  contained  in its  Registration
Statement on Form 10, dated November 15, 1983, together with amendments thereto;
the description of the Preferred  Stock Purchase Rights  contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto.

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deemed to be modified or superseded for purposes of this Registration  Statement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superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to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

Item 4.  Description of Capital Stock

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

Item 5.  Interests of Named Experts and Counsel

      None.

<PAGE>

Item 6.  Indemnification of Directors and Officers

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

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

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



<PAGE>


------------------------------------------------------------------------------
      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

     24-a            Power of Attorney of Officer/Director

     24-b            Powers of Attorney of Directors



<PAGE>


------------------------------------------------------------------------------
Item 9.  Undertakings
------------------------------------------------------------------------------

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

     The undersigned registrant hereby undertakes:

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

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

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

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


           provided,  however, that the undertakings set forth in paragraphs (a)
           and (b) above do not apply if the information required to be included
           in a  post-effective  amendment by those  paragraphs  is contained in
           periodic  reports filed by the  registrant  pursuant to Section 13 or
           Section 15(d) of the Securities Act of 1934 that are  incorporated by
           reference in this Registration Statement.

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

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

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


<PAGE>


------------------------------------------------------------------------------
                                   SIGNATURES
------------------------------------------------------------------------------

THE REGISTRANT:

      Pursuant  to  the  requirements  of the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized on the 30th day of June 1997.

                                    SBC COMMUNICATIONS INC.

                                    By:         /s/Donald E.Kiernan
                                                Donald E. Kiernan
                                                Senior Vice President, Treasurer
                                                and Chief Financial Officer

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated:

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

Principal Financial and            Donald E. Kiernan,
Accounting Officer:                Senior Vice President, Treasurer
                                   and Chief Financial Officer


DIRECTORS:
Clarence C. Barksdale*              By:/s/Donald E.Kiernan
James E. Barnes*                       Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                   for Mr. Whitacre, the Directors, and on
Ruben R. Cardenas*                     his own behalf as Principal Financial
Martin K. Eby, Jr.*                    Officer and Principal Accounting Officer
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Haskell M. Monroe, Jr.*                June 30, 1997
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

* By power of attorney




<PAGE>


------------------------------------------------------------------------------
                                  EXHIBIT INDEX
------------------------------------------------------------------------------


    Exhibit
     Number   Description of Exhibits

      5        Validity opinion of James D. Ellis, Esq.

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

      24-a     Power of Attorney of Officer/Director

      24-b     Powers of Attorney of Directors
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK AND INCENTIVE PLAN", "secsgml_size_bytes": 19002}]
{"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": "333-30669", "film-number": "97635661"}, "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 July 1,1997                     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 COMMUNICATIONS INC.
                          1996 STOCK AND 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,    13,000,000     $59.25        $770,250,000.00      $233,409.09
par value $1.00
per share (2)

(1) The price per share was estimated in accordance with Rule 457(c) and (h) for
    purposes of calculating the registration  fee. The fee was computed based on
    13,000,000 shares (and the average of the high and low price of the stock on
    June 26, 1997).
(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.
------------------------------------------------------------------------------
                                      2
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                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,  1996;  Quarterly  Report on Form 10-Q for the three  month
period ended March 31, 1997;  SBC's Current Reports on Form 8-K, dated March 14,
1997,  March 31,  1997,  April 1, 1997,  May 9,  1997,  and June 19,  1997;  the
description  of SBC's  shares of common  stock,  contained  in its  Registration
Statement on Form 10, dated November 15, 1983, together with amendments thereto;
the description of the Preferred  Stock Purchase Rights  contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto.

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

Item 4.  Description of Capital Stock

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

Item 5.  Interests of Named Experts and Counsel

      None.
Item 6.  Indemnification of Directors and Officers

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

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

      In  recognition  of the  directors'  and  officers'  need for  substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner,  their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity  agreements  with each
of its directors and officers.
------------------------------------------------------------------------------
      Each  agreement  specifies  that  SBC will  indemnify  the  director  or
officer to the fullest extent  permitted by law, as soon as practicable  after
written  demand is presented,  against any and all expenses and losses arising
out of any action,  suit or proceeding,  inquiry or  investigation  related to
the fact  that the  director  or  officer  is or was a  director,  officer  or
employee,  agent  or  fiduciary  of SBC or was  serving  another  corporation,
partnership  or joint  venture in such a capacity at the request of SBC.  Each
agreement  also  provides  that SBC will  promptly  advance  any  expenses  if
requested to do so. Each  director and officer  undertakes in the agreement to
repay such advancements if it is ultimately  determined that he or she was not
entitled  to  indemnification.  The  right  of  any  director  or  officer  to
indemnification  in any  case  will be  determined  by  either  the  Board  of
Directors  (provided  that a  majority  of  directors  are not  parties to the
claim),  by a person or body  selected by the Board of Directors  or, if there
has been a change in control,  defined in the  agreement  generally to mean an
acquisition  by any person of 20 percent or more of SBC's stock or a change in
the identity of a majority of the Board of Directors over a two-year period, by
a special, independent counsel.
------------------------------------------------------------------------------

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

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

   Exhibit Number    Description of Exhibits

     5               Validity opinion of James D. Ellis, Esq.

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

     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.

     The undersigned registrant hereby undertakes:

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

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

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

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

           provided,  however, that the undertakings set forth in paragraphs (a)
           and (b) above do not apply if the information required to be included
           in a  post-effective  amendment by those  paragraphs  is contained in
           periodic  reports filed by the  registrant  pursuant to Section 13 or
           Section 15(d) of the Securities Act of 1934 that are  incorporated by
           reference in this Registration Statement.

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

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

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

THE REGISTRANT:

      Pursuant  to  the  requirements  of the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized on the 30th day of June 1997.

                                    SBC COMMUNICATIONS INC.

                                    By:         /s/Donald E.Kiernan
                                                Donald E. Kiernan
                                                Senior Vice President, Treasurer
                                                and Chief Financial Officer

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated:

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

Principal Financial and            Donald E. Kiernan,
Accounting Officer:                Senior Vice President, Treasurer
                                   and Chief Financial Officer

DIRECTORS:
Clarence C. Barksdale*              By:/s/Donald E.Kiernan
James E. Barnes*                       Donald E. Kiernan, as attorney-in-fact
August A. Busch III*                   for Mr. Whitacre, the Directors, and on
Ruben R. Cardenas*                     his own behalf as Principal Financial
Martin K. Eby, Jr.*                    Officer and Principal Accounting Officer
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Haskell M. Monroe, Jr.*                June 30, 1997
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

* By power of attorney
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                                  EXHIBIT INDEX
------------------------------------------------------------------------------

    Exhibit
     Number   Description of Exhibits

      5        Validity opinion of James D. Ellis, Esq.

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

      24-a     Power of Attorney of Officer/Director

      24-b     Powers of Attorney of Directors