As filed with the Securities and Exchange Commission on December 9, 2003.
Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SBC COMMUNICATIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

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


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

                            (Full Title of the Plans)

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of        Amount         Proposed           Proposed         Amount of
Securities      to be          Maximum            Maximum          Registration
To Be           Registered     Offering           Aggregate        Fee
Registered                     Price              Offering
                               Per Share          Price
-------------------------------------------------------------------------------
Common Stock,   115,000,000    $23.11             $2,845,572,747    $230,207
par value          (1)          (2)                 (2)              (3)
$1.00
per share
 (1)
-------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(a)  this  registration  statement  also  covers such
     indeterminate  number of additional  shares of Common Stock as is necessary
     to  eliminate  any  dilutive  effect  of any  future  stock  split or stock
     dividend. No additional registration fee is required. In addition, pursuant
     to  Rule  416(c)  under  the  Securities  Act of  1933,  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plans described herein.

<PAGE>

(2)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     for purposes of calculating the  registration  fee. Using Rule 457(c),  the
     maximum  aggregate  offering price was computed by  multiplying  81,349,241
     shares by the  average  of the high and low price of the stock on  December
     2,  2003.  Using Rule 457(h),  the maximum  aggregate  offering price was
     computed by multiplying 33,650,759 shares (the shares of Common Stock which
     may be purchased upon the exercise of outstanding  options) by the price at
     which the options may be exercised.

(3)  Pursuant to Rule 457(p) under the Securities Act of 1933, the amount of the
     registration fee payable  hereunder has been partially offset by previously
     paid filing fees as follows:
     (a)  On October 8, 1999, the registrant registered securities on Form  S-8
          (Registration No. 333-88667) and paid a filing fee of $992,382.
     (b)  On November 25, 2002, the registrant registered securities on Form S-8
          (Registration No. 333-101433).  The total filing fee due was $130,810,
          and registrant  paid $41,117,  leaving a balance due of $89,693.  The
          balance  remaining  was offset by the unused  balance of  $314,518  of
          filing fees previously paid relating to unsold  securities  registered
          in (a) above.  After  applying  this offset of  $314,518,  $224,825 of
          previously  paid filing fees remained as a credit to be used to offset
          future filing fees.
     (c)  In  connection  with the filing of this  registration  statement,  the
          total  filing fee of $230,207 was offset by the  remaining  credit of
          $224,825 from (b), resulting in $5,382 being paid for this filing.

 <PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

     The purpose of this registration statement is to register additional shares
for issuance under the SBC Savings Plan, SBC Savings and Security Plan,  Pacific
Telesis Group 1994 Stock Incentive Plan,  Pacific Telesis Group Stock Option and
Stock Appreciation Rights Plan, Pacific Telesis Group Nonemployee Director Stock
Option  Plan,  SNET 1986 Stock  Option  Plan,  SNET 1995 Stock  Incentive  Plan,
Ameritech Long Term  Incentive  Plan,  Ameritech 1989 Long Term Incentive  Plan,
Ameritech  Corporation  Long-Term  Stock  Incentive  Plan,  and  DonTech  Profit
Participation  Plan.  In  accordance  with  General  Instruction  E of Form S-8,
Registration No.  333-101433 (Form S-8 filed by registrant on November 25, 2002)
is incorporated  herein by reference and the information  required by Part II is
omitted, except for Items 3 and 8, which have been updated.

             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, 2002;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2003,  June 30, 2003, and September 30, 2003; 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  Report on Form 8-K, dated July 21,
2003.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2002, for each
of the SBC Savings  Plan,  the SBC Savings and  Security  Plan,  and the DonTech
Profit Participation Plan.

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

Item 8.  Exhibits

         See Exhibit Index

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 9th day of
December 2003.

                                            SBC COMMUNICATIONS INC.


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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

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

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


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

                                              December 9, 2003

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

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

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

<PAGE>

                                   SIGNATURES


     The Plans.  Pursuant to the  requirements of the Securities Act of 1933 the
administrator  for the Plans set forth below has duly  caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Antonio,  State of Texas,  on this 9th day of
December 2003.

                                        SBC Savings Plan
                                        SBC Savings and Security Plan

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



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

<PAGE>

                                   SIGNATURES


     The Plan.  Pursuant to the  requirements  of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
City of Chicago, State of Illinois, on this 9th day of December 2003.

                                            DonTech Profit Participating Plan

                                            By DonTech,
                                            Administrator for the foregoing Plan



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

<PAGE>

Item 8.  Exhibits

Exhibit Number       Description of Exhibits

     5               Validity opinion of James D. Ellis, Esq.

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

     23-b            Consent of PricewaterhouseCoopers LLP

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

     24-a            Power of Attorney of Officer/Director

     24-b            Powers of Attorney of Directors
[{"type": "S-8", "sequence": "1", "filename": "a401ks803.txt", "description": "FORM S-8", "secsgml_size_bytes": 13485}]
{"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": "333-111026", "film-number": "031045026"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-Q-04", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-Q-04", "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 December 9, 2003.
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SBC COMMUNICATIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

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

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

                            (Full Title of the Plans)

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of        Amount         Proposed           Proposed         Amount of
Securities      to be          Maximum            Maximum          Registration
To Be           Registered     Offering           Aggregate        Fee
Registered                     Price              Offering
                               Per Share          Price
-------------------------------------------------------------------------------
Common Stock,   115,000,000    $23.11             $2,845,572,747    $230,207
par value          (1)          (2)                 (2)              (3)
$1.00
per share
 (1)
-------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(a)  this  registration  statement  also  covers such
     indeterminate  number of additional  shares of Common Stock as is necessary
     to  eliminate  any  dilutive  effect  of any  future  stock  split or stock
     dividend. No additional registration fee is required. In addition, pursuant
     to  Rule  416(c)  under  the  Securities  Act of  1933,  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plans described herein.
(2)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     for purposes of calculating the  registration  fee. Using Rule 457(c),  the
     maximum  aggregate  offering price was computed by  multiplying  81,349,241
     shares by the  average  of the high and low price of the stock on  December
     2,  2003.  Using Rule 457(h),  the maximum  aggregate  offering price was
     computed by multiplying 33,650,759 shares (the shares of Common Stock which
     may be purchased upon the exercise of outstanding  options) by the price at
     which the options may be exercised.

(3)  Pursuant to Rule 457(p) under the Securities Act of 1933, the amount of the
     registration fee payable  hereunder has been partially offset by previously
     paid filing fees as follows:
     (a)  On October 8, 1999, the registrant registered securities on Form  S-8
          (Registration No. 333-88667) and paid a filing fee of $992,382.
     (b)  On November 25, 2002, the registrant registered securities on Form S-8
          (Registration No. 333-101433).  The total filing fee due was $130,810,
          and registrant  paid $41,117,  leaving a balance due of $89,693.  The
          balance  remaining  was offset by the unused  balance of  $314,518  of
          filing fees previously paid relating to unsold  securities  registered
          in (a) above.  After  applying  this offset of  $314,518,  $224,825 of
          previously  paid filing fees remained as a credit to be used to offset
          future filing fees.
     (c)  In  connection  with the filing of this  registration  statement,  the
          total  filing fee of $230,207 was offset by the  remaining  credit of
          $224,825 from (b), resulting in $5,382 being paid for this filing.
REGISTRATION OF ADDITIONAL SECURITIES

     The purpose of this registration statement is to register additional shares
for issuance under the SBC Savings Plan, SBC Savings and Security Plan,  Pacific
Telesis Group 1994 Stock Incentive Plan,  Pacific Telesis Group Stock Option and
Stock Appreciation Rights Plan, Pacific Telesis Group Nonemployee Director Stock
Option  Plan,  SNET 1986 Stock  Option  Plan,  SNET 1995 Stock  Incentive  Plan,
Ameritech Long Term  Incentive  Plan,  Ameritech 1989 Long Term Incentive  Plan,
Ameritech  Corporation  Long-Term  Stock  Incentive  Plan,  and  DonTech  Profit
Participation  Plan.  In  accordance  with  General  Instruction  E of Form S-8,
Registration No.  333-101433 (Form S-8 filed by registrant on November 25, 2002)
is incorporated  herein by reference and the information  required by Part II is
omitted, except for Items 3 and 8, which have been updated.

             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, 2002;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2003,  June 30, 2003, and September 30, 2003; 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  Report on Form 8-K, dated July 21,
2003.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2002, for each
of the SBC Savings  Plan,  the SBC Savings and  Security  Plan,  and the DonTech
Profit Participation Plan.

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

Item 8.  Exhibits

         See Exhibit Index
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Antonio, State of Texas, on this 9th day of
December 2003.

                                            SBC COMMUNICATIONS INC.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

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

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

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

                                              December 9, 2003

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

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

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

     The Plans.  Pursuant to the  requirements of the Securities Act of 1933 the
administrator  for the Plans set forth below has duly  caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Antonio,  State of Texas,  on this 9th day of
December 2003.

                                        SBC Savings Plan
                                        SBC Savings and Security Plan

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

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

     The Plan.  Pursuant to the  requirements  of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
City of Chicago, State of Illinois, on this 9th day of December 2003.

                                            DonTech Profit Participating Plan

                                            By DonTech,
                                            Administrator for the foregoing Plan

                                            By:  Robert Gross
                                                 Robert Gross
                                                 Vice President - Finance &
                                                 Chief Financial Officer
Item 8.  Exhibits

Exhibit Number       Description of Exhibits

     5               Validity opinion of James D. Ellis, Esq.

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

     23-b            Consent of PricewaterhouseCoopers LLP

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

     24-a            Power of Attorney of Officer/Director

     24-b            Powers of Attorney of Directors