As filed with the Securities and Exchange Commission on January 26, 2001.
                                                 Registration No. ____________



                       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 Incentive Plan and
                      1996 Stock and Incentive Plan
                        (Full Title of the Plans)

Name, address and telephone         Please send copies of all communications to:
number of agent for service:
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 Securities Amount To  Proposed Maximum  Proposed Maximum      Amount of
 To Be Registered      Be     Offering Price Per Aggregate Offering Registration
                  Registered       Share               Price               Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, par   90,000,000    $47.595        $4,283,550,000   $1,070,887.50
value $1.00 per share   (1)          (2)                (2)
--------------------------------------------------------------------------------
(1) The number of shares  being  registered  represents  the number of shares of
Common Stock which may be issued  pursuant to the 2001  Incentive  Plan and 1996
Stock and Incentive Plan, in addition to 26,000,000 shares previously registered
on Form S-8 under Registration No. 333-30669 (the foregoing amount was adjusted
to reflect a 2-for-1 stock split in 3/98).
(2) 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  shares by the  average of the high and low
price of the stock on January 24, 2001.

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.





                      EXPLANATORY NOTE AND INCORPORATION
                     OF CERTAIN INFORMATION BY REFERENCE
               PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8


     This Registration  Statement registers  additional  securities for the 2001
Incentive  Plan and the 1996 Stock and  Incentive  Plan the (the  "Plans").  The
contents of the  Registration  Statement  on Form S-8 relating to the 1996 Stock
and Incentive Plan  (Registration No. 333-30669 filed on July 1, 1997) is hereby
incorporated  by  reference,  including  all exhibits  thereto and any documents
incorporated  by reference  therein (the "Prior  Registration  Statement").  The
Prior Registration Statement is currently effective. This Registration Statement
relates to securities of the same class as those to which the Prior Registration
Statements relates and to be issued pursuant to the Plans.


                 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, 1999;  Quarterly  Reports on Form 10-Q for the quarters ended
March 31, 2000,  June 30, 2000, and September 30, 2000; 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
13, 2000, January 25, 2000, January 28, 2000, February 22, 2000, April 10, 2000,
April 26, 2000,  July 6, 2000,  July 7, 2000,  July 28,  2000,  August 17, 2000,
August 28, 2000, October 3, 2000, and October 12, 2000.

     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 26th day of
January 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:                           By:   /s/ Donald E. Kiernan
Clarence C. Barksdale*                 Donald E. Kiernan, as attorney-in-fact
James E. Barnes*                       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*
Jess T. Hay*                           January 26, 2001
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
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




                                                                      Exhibit 5


                                              [on SBC Letterhead]

                                            January 26, 2001


SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas  78205

Dear Sirs:

     In connection with the  registration  under the Securities Act of 1933 (the
"Act") of shares of Common Stock,  par value $1.00 per share (the "Shares"),  of
SBC  Communications  Inc., a Delaware  corporation  ("SBC"), I am of the opinion
that:

     (1) The  Shares  have  been duly  authorized  to the  extent of  90,000,000
Shares,  which may be purchased pursuant to the terms of the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan (the "Plans"),  and, when the registration
statement on Form S-8 relating to the Shares to be issued  pursuant to the Plans
(the "Registration Statement") has become effective under the Act, upon issuance
of such  Shares  and  payment  therefore  in  accordance  with the Plans and the
resolutions of the Board of Directors of SBC relating  thereto,  the Shares will
be legally and validly issued, fully paid and nonassessable; and

     (2) SBC has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware.

     The  foregoing  opinion is limited to the federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

     I have relied as to certain  matters on  information  obtained  from public
officials, officers of SBC and other sources believed by me to be responsible.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.

                                               Very truly yours,

                                               /s/ James D. Ellis



                                                               Exhibit 23-a

                  CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) of SBC Communications  Inc. pertaining to the 2001 Incentive Plan and
the 1996 Stock and Incentive  Plan of our report dated  February 11, 2000,  with
respect  to  the  consolidated   financial   statements  and  schedules  of  SBC
Communications  Inc.  included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1999,  filed with the Securities and
Exchange Commission.



                                                   ERNST & YOUNG LLP


January 26, 2001
San Antonio, Texas


                                                                   Exhibit 23-b


                        CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the  incorporation  by reference in this  registration
statement of SBC Communications Inc. on Form S-8 of our report dated January 21,
1999,  on our audits of the  consolidated  financial  statements  and  financial
statement  schedule of Ameritech  Corporation  as of December 31, 1998,  and for
each of the two years in the  period  then  ended,  which is  included  in SBC's
Annual Report on Form 10-K for the year ended December 31, 1999.


                                               ARTHUR ANDERSEN LLP



Chicago, Illinois
January 25, 2001



                                                                 Exhibit 24-a

                                       POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter
referred  to as the  "Corporation,"  proposes  to file with the  Securities  and
Exchange Commission at Washington,  D.C., under the provisions of the Securities
Act of 1933, as amended,  a Registration  Statement on Form S-8 for the issuance
of shares of the Corporation's  Common Stock pursuant to the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan; and

     WHEREAS, the undersigned is an officer and a director of the Corporation;

     NOW,  THEREFORE,  the undersigned  hereby constitutes and appoints James D.
Ellis, Donald E. Kiernan,  Michael J. Viola, or any one of them, all of the City
of San Antonio and State of Texas,  his attorneys for him and in his name, place
and stead,  and in each of his offices and  capacities  in the  Corporation,  to
execute and file such Registration Statement, and thereafter to execute and file
any  and  all  amended  registration  statements  and  amended  prospectuses  or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform each and every act and
thing  whatsoever  requisite  and  necessary  to be done in and  concerning  the
premises, as fully to all intents and purposes as the undersigned might or could
do if personally  present at the doing thereof,  hereby ratifying and confirming
all that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand the 26th day
of January 2001.




/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, Director
and Chief Executive Officer




                                                                 Exhibit 24-b

                                       POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter
referred  to as the  "Corporation,"  proposes  to file with the  Securities  and
Exchange Commission at Washington,  D.C., under the provisions of the Securities
Act of 1933, as amended,  a Registration  Statement on Form S-8 for the issuance
of shares of the Corporation's  Common Stock pursuant to the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan; and WHEREAS, each of the undersigned is a
director of the Corporation;

     NOW,  THEREFORE,  each of the undersigned  hereby  constitutes and appoints
Edward E.  Whitacre,  Jr., James D. Ellis, Michael J. Viola, or any one of them,
all of the City of San Antonio and State of Texas, the  undersigned's  attorneys
for the undersigned and in the  undersigned's  name, place and stead, and in the
undersigned's  office and capacity in the Corporation,  to execute and file such
Registration  Statement,  and thereafter to execute and file any and all amended
registration statements and amended prospectuses or amendments or supplements to
any of the  foregoing,  hereby giving and granting to said  attorneys full power
and  authority  to do and  perform  each  and  every  act and  thing  whatsoever
requisite and necessary to be done in and concerning  the premises,  as fully to
all intents  and  purposes as the  undersigned  might or could do if  personally
present at the doing  thereof,  hereby  ratifying and  confirming  all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  each of the  undersigned  has hereunto set his or her
hand the 26th day of January 2001.


/s/ Clarence C. Barksdale                          /s/ James E. Barnes
Clarence C. Barksdale                              James E. Barnes
Director                                           Director


/s/ Martin K. Eby, Jr.                             /s/ William P. Clark
Martin K. Eby, Jr.                                 William P. Clark
Director                                           Director


/s/ Jess T. Tay                                    /s/ Herman E. Gallegos
Jess T. Hay                                        Herman E. Gallegos
Director                                           Director



/s/ Bobby R. Inman                                 /s/ James A. Henderson
Bobby R. Inman                                     James A. Henderson
Director                                           Director


/s/ Lynn M. Martin                                 /s/ Charles F. Knight
Lynn M. Martin                                     Charles F. Knight
Director                                           Director


/s/ Mary S. Metz                                   /s/ John B. McCoy
Mary S. Metz                                       John B. McCoy
Director                                           Director


/s/ S. Donley Ritchey                              /s/ Toni Rembe
S. Donley Ritchey                                  Toni Rembe
Director                                           Director


/s/ Charles Slim Helu                              /s/ Joyce M. Roche
Charles Slim Helu                                  Joyce M. Roche
Director                                           Director


                                                   /s/ Patricia P. Upton
                                                   Patricia P. Upton
                                                   Director
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As filed with the Securities and Exchange Commission on January 26, 2001.
                                                 Registration No. ____________

                       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 Incentive Plan and
                      1996 Stock and Incentive Plan
                        (Full Title of the Plans)

Name, address and telephone         Please send copies of all communications to:
number of agent for service:
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 Securities Amount To  Proposed Maximum  Proposed Maximum      Amount of
 To Be Registered      Be     Offering Price Per Aggregate Offering Registration
                  Registered       Share               Price               Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, par   90,000,000    $47.595        $4,283,550,000   $1,070,887.50
value $1.00 per share   (1)          (2)                (2)
--------------------------------------------------------------------------------
(1) The number of shares  being  registered  represents  the number of shares of
Common Stock which may be issued  pursuant to the 2001  Incentive  Plan and 1996
Stock and Incentive Plan, in addition to 26,000,000 shares previously registered
on Form S-8 under Registration No. 333-30669 (the foregoing amount was adjusted
to reflect a 2-for-1 stock split in 3/98).
(2) 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  shares by the  average of the high and low
price of the stock on January 24, 2001.

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.

                      EXPLANATORY NOTE AND INCORPORATION
                     OF CERTAIN INFORMATION BY REFERENCE
               PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

     This Registration  Statement registers  additional  securities for the 2001
Incentive  Plan and the 1996 Stock and  Incentive  Plan the (the  "Plans").  The
contents of the  Registration  Statement  on Form S-8 relating to the 1996 Stock
and Incentive Plan  (Registration No. 333-30669 filed on July 1, 1997) is hereby
incorporated  by  reference,  including  all exhibits  thereto and any documents
incorporated  by reference  therein (the "Prior  Registration  Statement").  The
Prior Registration Statement is currently effective. This Registration Statement
relates to securities of the same class as those to which the Prior Registration
Statements relates and to be issued pursuant to the Plans.

                 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, 1999;  Quarterly  Reports on Form 10-Q for the quarters ended
March 31, 2000,  June 30, 2000, and September 30, 2000; 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
13, 2000, January 25, 2000, January 28, 2000, February 22, 2000, April 10, 2000,
April 26, 2000,  July 6, 2000,  July 7, 2000,  July 28,  2000,  August 17, 2000,
August 28, 2000, October 3, 2000, and October 12, 2000.

     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 26th day of
January 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:                           By:   /s/ Donald E. Kiernan
Clarence C. Barksdale*                 Donald E. Kiernan, as attorney-in-fact
James E. Barnes*                       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*
Jess T. Hay*                           January 26, 2001
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
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

                                                                      Exhibit 5

                                              [on SBC Letterhead]

                                            January 26, 2001

SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas  78205

Dear Sirs:

     In connection with the  registration  under the Securities Act of 1933 (the
"Act") of shares of Common Stock,  par value $1.00 per share (the "Shares"),  of
SBC  Communications  Inc., a Delaware  corporation  ("SBC"), I am of the opinion
that:

     (1) The  Shares  have  been duly  authorized  to the  extent of  90,000,000
Shares,  which may be purchased pursuant to the terms of the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan (the "Plans"),  and, when the registration
statement on Form S-8 relating to the Shares to be issued  pursuant to the Plans
(the "Registration Statement") has become effective under the Act, upon issuance
of such  Shares  and  payment  therefore  in  accordance  with the Plans and the
resolutions of the Board of Directors of SBC relating  thereto,  the Shares will
be legally and validly issued, fully paid and nonassessable; and

     (2) SBC has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware.

     The  foregoing  opinion is limited to the federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

     I have relied as to certain  matters on  information  obtained  from public
officials, officers of SBC and other sources believed by me to be responsible.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.

                                               Very truly yours,

                                               /s/ James D. Ellis

                                                               Exhibit 23-a

                  CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) of SBC Communications  Inc. pertaining to the 2001 Incentive Plan and
the 1996 Stock and Incentive  Plan of our report dated  February 11, 2000,  with
respect  to  the  consolidated   financial   statements  and  schedules  of  SBC
Communications  Inc.  included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1999,  filed with the Securities and
Exchange Commission.

                                                   ERNST & YOUNG LLP

January 26, 2001
San Antonio, Texas

                                                                   Exhibit 23-b

                        CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  registration
statement of SBC Communications Inc. on Form S-8 of our report dated January 21,
1999,  on our audits of the  consolidated  financial  statements  and  financial
statement  schedule of Ameritech  Corporation  as of December 31, 1998,  and for
each of the two years in the  period  then  ended,  which is  included  in SBC's
Annual Report on Form 10-K for the year ended December 31, 1999.

                                               ARTHUR ANDERSEN LLP

Chicago, Illinois
January 25, 2001

                                                                 Exhibit 24-a

                                       POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter
referred  to as the  "Corporation,"  proposes  to file with the  Securities  and
Exchange Commission at Washington,  D.C., under the provisions of the Securities
Act of 1933, as amended,  a Registration  Statement on Form S-8 for the issuance
of shares of the Corporation's  Common Stock pursuant to the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan; and

     WHEREAS, the undersigned is an officer and a director of the Corporation;

     NOW,  THEREFORE,  the undersigned  hereby constitutes and appoints James D.
Ellis, Donald E. Kiernan,  Michael J. Viola, or any one of them, all of the City
of San Antonio and State of Texas,  his attorneys for him and in his name, place
and stead,  and in each of his offices and  capacities  in the  Corporation,  to
execute and file such Registration Statement, and thereafter to execute and file
any  and  all  amended  registration  statements  and  amended  prospectuses  or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys full power and authority to do and perform each and every act and
thing  whatsoever  requisite  and  necessary  to be done in and  concerning  the
premises, as fully to all intents and purposes as the undersigned might or could
do if personally  present at the doing thereof,  hereby ratifying and confirming
all that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand the 26th day
of January 2001.

/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, Director
and Chief Executive Officer

                                                                 Exhibit 24-b

                                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter
referred  to as the  "Corporation,"  proposes  to file with the  Securities  and
Exchange Commission at Washington,  D.C., under the provisions of the Securities
Act of 1933, as amended,  a Registration  Statement on Form S-8 for the issuance
of shares of the Corporation's  Common Stock pursuant to the 2001 Incentive Plan
and the 1996 Stock and Incentive Plan; and WHEREAS, each of the undersigned is a
director of the Corporation;

     NOW,  THEREFORE,  each of the undersigned  hereby  constitutes and appoints
Edward E.  Whitacre,  Jr., James D. Ellis, Michael J. Viola, or any one of them,
all of the City of San Antonio and State of Texas, the  undersigned's  attorneys
for the undersigned and in the  undersigned's  name, place and stead, and in the
undersigned's  office and capacity in the Corporation,  to execute and file such
Registration  Statement,  and thereafter to execute and file any and all amended
registration statements and amended prospectuses or amendments or supplements to
any of the  foregoing,  hereby giving and granting to said  attorneys full power
and  authority  to do and  perform  each  and  every  act and  thing  whatsoever
requisite and necessary to be done in and concerning  the premises,  as fully to
all intents  and  purposes as the  undersigned  might or could do if  personally
present at the doing  thereof,  hereby  ratifying and  confirming  all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  each of the  undersigned  has hereunto set his or her
hand the 26th day of January 2001.

/s/ Clarence C. Barksdale                          /s/ James E. Barnes
Clarence C. Barksdale                              James E. Barnes
Director                                           Director

/s/ Martin K. Eby, Jr.                             /s/ William P. Clark
Martin K. Eby, Jr.                                 William P. Clark
Director                                           Director

/s/ Jess T. Tay                                    /s/ Herman E. Gallegos
Jess T. Hay                                        Herman E. Gallegos
Director                                           Director

/s/ Bobby R. Inman                                 /s/ James A. Henderson
Bobby R. Inman                                     James A. Henderson
Director                                           Director

/s/ Lynn M. Martin                                 /s/ Charles F. Knight
Lynn M. Martin                                     Charles F. Knight
Director                                           Director

/s/ Mary S. Metz                                   /s/ John B. McCoy
Mary S. Metz                                       John B. McCoy
Director                                           Director

/s/ S. Donley Ritchey                              /s/ Toni Rembe
S. Donley Ritchey                                  Toni Rembe
Director                                           Director

/s/ Charles Slim Helu                              /s/ Joyce M. Roche
Charles Slim Helu                                  Joyce M. Roche
Director                                           Director

                                                   /s/ Patricia P. Upton
                                                   Patricia P. Upton
                                                   Director