As filed with the Securities and Exchange Commission on November 18, 2005.
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)


                   AT&T Long Term Savings Plan for Management Employees,
                       AT&T Long Term Savings and Security Plan,
                  AT&T Retirement Savings and Profit Sharing Plan,
     AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees,
          AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan,
                       AT&T 1987 Long Term Incentive Program,
                     AT&T 1997 Long Term Incentive Program,
                      AT&T 2004 Long Term Incentive Program,
                AT&T Senior Management Incentive Award Deferral Plan,
                  ACC Corp. Employee Long Term Incentive Plan,
                     U S West 1991 Stock Incentive Plan,
                              U S West 1994 Stock Plan,
                    U S West Media Group 1996 Stock Option Plan,
                     U S West Media Group 1997 Stock Option Plan,
                                 1998 U S West Stock Plan,
                          MediaOne Group 1994 Stock Plan,
                    MediaOne Group 1999 Supplemental Stock Plan,
            Tele-Communications, Inc. 1995 Employee Stock Incentive Plan,
                    Tele-Communications, Inc. 1996 Incentive Plan,
                Tele-Communications, Inc. 1998 Incentive Plan, and
                 Teleport Communications Group Inc. 1993 Stock Option Plan
                                  (Full Title of the Plan)


 Name, address and telephone number      Please send copies of all
 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 to   Proposed Maximum   Proposed Maximum      Amount of
Securities to   be          Offering Price      Aggregate          Registration
be Registered   Registered    Per Share         Offering Price              Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock,   94,000,000       $23.90         $3,974,146,638        $467,758
par value
$1.00 per share                   (1)                 (1)                  (1)
-------------------------------------------------------------------------------

(1)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     of the Securities Act of 1933 for purposes of calculating the  registration
     fee.  For shares to be issued  other than  pursuant  to an  employee  stock
     option  plan,  the  maximum  aggregate   offering  price  was  computed  by
     multiplying  6,706,352  shares by the  average of the high and low price of
     the stock on November 16, 2005 ($23.90 per share).  For shares to be issued
     pursuant to an employee stock option plan, the maximum  aggregate  offering
     price was computed by multiplying  87,293,648  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.  The  number of shares
     subject to stock options is subject to an adjustment in connection with the
     closing of the merger of AT&T Corp.  and a subsidiary  of the  Registrant.
     That  adjustment,  which is dependent  on the last closing  market price of
     AT&T Corp.  shares,  was estimated based on the average of the high and low
     price of such shares on November 16, 2005.

Pursuant  to  Rule  416(a)  of the  Securities  Act of  1933,  the  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)  of 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.



                      PART I. INFORMATION REQUIRED IN 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. 1-08610) and
are  incorporated  herein by reference:  Annual Report on Form 10-K for the year
ended  December 31, 2004;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2005,  June 30, 2005, and September 30, 2005; 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
31, 2005, March 10, 2005, May 3, 2005, May 12, 2005, May 26, 2005, May 27, 2005,
June 6, 2005,  June 15,  2005,  June 21, 2005,  June 28, 2005,  August 24, 2005,
November 4, 2005, and November 14, 2005.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2004, for each
of the SBC Savings Plan,  the SBC Savings and Security  Plan, the AT&T Long Term
Savings Plan for Management  Employees,  the AT&T Long Term Savings and Security
Plan,  the AT&T  Retirement  Savings and Profit Sharing Plan, the AT&T of Puerto
Rico,  Inc.  Long Term Savings Plan for  Management  Employees,  and the AT&T of
Puerto Rico, Inc. Long Term Savings and Security Plan.

     All documents  filed by SBC or any of the plans listed on the cover page of
this Registration  Statement 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 Securities

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

     As of April 21,  2005, James D. Ellis owned less than 1% of the outstanding
shares of SBC (see disclosure in SBC (S-3) Prospectus dated May 24, 2005).

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

See Exhibit Index.

     In accordance  with the  requirements  of Item 8(b) of Part II of Form S-8,
the Registrant will submit or has submitted the AT&T Long Term Savings Plan for
Management  Employees,  the AT&T Long Term Savings and Security  Plan,  the AT&T
Retirement  Savings and Profit Sharing Plan, the AT&T of Puerto Rico,  Inc. Long
Term Savings Plan for Management  Employees,  and the AT&T of Puerto Rico,  Inc.
Long Term Savings and Security Plan, and any amendments thereto, to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS to qualify the Plans.


Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     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  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that 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 with or furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  herein,  and  the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.



                               SIGNATURES


          The Registrant.  Pursuant to the requirements of the Securities Act of
     1933,  the Registrant  certifies that it has reasonable  grounds to believe
     that it meets all of the  requirements  for filing on Form S-8 and has duly
     caused  this  registration  statement  to be  signed  on its  behalf by the
     undersigned,  thereunto duly authorized,  in the City of San Antonio, State
     of Texas, on this 18th day of November, 2005.

                                        SBC COMMUNICATIONS INC.


                                        By:  /s/ Richard G. Lindner
                                             Richard G. Lindner
                                             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 of the Board and Chief Executive Officer

Principal Financial           Richard G. Lindner
and Accounting Officer:       Senior Executive Vice President
                              and Chief Financial Officer


                                   By:  /s/ Richard G. Lindner
                                        Richard G. Lindner, as attorney-in-fact
                                        for Mr. Whitacre, the Directors, and on
                                        his own behalf as Principal Financial
                                        and Accounting Officer

                                   November 18, 2005

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

Gilbert F. Amelio*
August A. Busch III*
Martin K. Eby, Jr.*
James A. Henderson*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Randall L. Stephenson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

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





                                  SIGNATURES

          The Plans.  Pursuant to the requirements of the Securities Act of 1933
     the Savings  Plan  Committee  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 Bedminster,  State of New Jersey,
     on this 16th day of November 2005.


                          AT&T Long Term Savings Plan for Management Employees
                          AT&T Long Term Savings and Security Plan
                          AT&T Retirement Savings and Profit Sharing Plan
                          AT&T of Puerto Rico, Inc. Long Term Savings Plan for
                               Management Employees
                          AT&T of Puerto Rico, Inc. Long Term Savings and
                               Security Plan

                           By Savings Plan Committee



                           By:  /s/ Brian Byrnes
                                Brian Byrnes
                                Secretary of the Savings Plan Committee







                                INDEX TO EXHIBITS


Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     23-a         Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm (San Antonio, TX)

     23-b         Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm (Atlanta, GA)

     23-c         Consent of PricewaterhouseCoopers LLP (Florham Park, NJ)

     23-d         Consent of PricewaterhouseCoopers LLP (Seattle, WA)

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

     24-a         Powers of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors
[{"type": "S-8", "sequence": "1", "filename": "att.txt", "description": "ATT BENEFIT PLANS", "secsgml_size_bytes": 23814}]
{"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": "333-129814", "film-number": "051215025"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-P-03", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-P-03", "city": "SAN ANTONIO", "state": "TX", "zip": "78205"}, "former-company": {"former-conformed-name": "SOUTHWESTERN BELL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 18, 2005.
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)

                   AT&T Long Term Savings Plan for Management Employees,
                       AT&T Long Term Savings and Security Plan,
                  AT&T Retirement Savings and Profit Sharing Plan,
     AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees,
          AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan,
                       AT&T 1987 Long Term Incentive Program,
                     AT&T 1997 Long Term Incentive Program,
                      AT&T 2004 Long Term Incentive Program,
                AT&T Senior Management Incentive Award Deferral Plan,
                  ACC Corp. Employee Long Term Incentive Plan,
                     U S West 1991 Stock Incentive Plan,
                              U S West 1994 Stock Plan,
                    U S West Media Group 1996 Stock Option Plan,
                     U S West Media Group 1997 Stock Option Plan,
                                 1998 U S West Stock Plan,
                          MediaOne Group 1994 Stock Plan,
                    MediaOne Group 1999 Supplemental Stock Plan,
            Tele-Communications, Inc. 1995 Employee Stock Incentive Plan,
                    Tele-Communications, Inc. 1996 Incentive Plan,
                Tele-Communications, Inc. 1998 Incentive Plan, and
                 Teleport Communications Group Inc. 1993 Stock Option Plan
                                  (Full Title of the Plan)

 Name, address and telephone number      Please send copies of all
 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 to   Proposed Maximum   Proposed Maximum      Amount of
Securities to   be          Offering Price      Aggregate          Registration
be Registered   Registered    Per Share         Offering Price              Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock,   94,000,000       $23.90         $3,974,146,638        $467,758
par value
$1.00 per share                   (1)                 (1)                  (1)
-------------------------------------------------------------------------------

(1)  The price per share was  calculated in accordance  with Rule 457(c) and (h)
     of the Securities Act of 1933 for purposes of calculating the  registration
     fee.  For shares to be issued  other than  pursuant  to an  employee  stock
     option  plan,  the  maximum  aggregate   offering  price  was  computed  by
     multiplying  6,706,352  shares by the  average of the high and low price of
     the stock on November 16, 2005 ($23.90 per share).  For shares to be issued
     pursuant to an employee stock option plan, the maximum  aggregate  offering
     price was computed by multiplying  87,293,648  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.  The  number of shares
     subject to stock options is subject to an adjustment in connection with the
     closing of the merger of AT&T Corp.  and a subsidiary  of the  Registrant.
     That  adjustment,  which is dependent  on the last closing  market price of
     AT&T Corp.  shares,  was estimated based on the average of the high and low
     price of such shares on November 16, 2005.

Pursuant  to  Rule  416(a)  of the  Securities  Act of  1933,  the  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)  of 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.

                      PART I. INFORMATION REQUIRED IN 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. 1-08610) and
are  incorporated  herein by reference:  Annual Report on Form 10-K for the year
ended  December 31, 2004;  Quarterly  Report on Form 10-Q for the quarters ended
March 31, 2005,  June 30, 2005, and September 30, 2005; 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
31, 2005, March 10, 2005, May 3, 2005, May 12, 2005, May 26, 2005, May 27, 2005,
June 6, 2005,  June 15,  2005,  June 21, 2005,  June 28, 2005,  August 24, 2005,
November 4, 2005, and November 14, 2005.

     The following  additional  documents are hereby  incorporated by reference:
the Annual  Reports on Form 11-K for the year ended  December 31, 2004, for each
of the SBC Savings Plan,  the SBC Savings and Security  Plan, the AT&T Long Term
Savings Plan for Management  Employees,  the AT&T Long Term Savings and Security
Plan,  the AT&T  Retirement  Savings and Profit Sharing Plan, the AT&T of Puerto
Rico,  Inc.  Long Term Savings Plan for  Management  Employees,  and the AT&T of
Puerto Rico, Inc. Long Term Savings and Security Plan.

     All documents  filed by SBC or any of the plans listed on the cover page of
this Registration  Statement 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 Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     As of April 21,  2005, James D. Ellis owned less than 1% of the outstanding
shares of SBC (see disclosure in SBC (S-3) Prospectus dated May 24, 2005).

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

See Exhibit Index.

     In accordance  with the  requirements  of Item 8(b) of Part II of Form S-8,
the Registrant will submit or has submitted the AT&T Long Term Savings Plan for
Management  Employees,  the AT&T Long Term Savings and Security  Plan,  the AT&T
Retirement  Savings and Profit Sharing Plan, the AT&T of Puerto Rico,  Inc. Long
Term Savings Plan for Management  Employees,  and the AT&T of Puerto Rico,  Inc.
Long Term Savings and Security Plan, and any amendments thereto, to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS to qualify the Plans.

Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     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  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that 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 with or furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  herein,  and  the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                               SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
     1933,  the Registrant  certifies that it has reasonable  grounds to believe
     that it meets all of the  requirements  for filing on Form S-8 and has duly
     caused  this  registration  statement  to be  signed  on its  behalf by the
     undersigned,  thereunto duly authorized,  in the City of San Antonio, State
     of Texas, on this 18th day of November, 2005.

                                        SBC COMMUNICATIONS INC.

                                        By:  /s/ Richard G. Lindner
                                             Richard G. Lindner
                                             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 of the Board and Chief Executive Officer

Principal Financial           Richard G. Lindner
and Accounting Officer:       Senior Executive Vice President
                              and Chief Financial Officer

                                   By:  /s/ Richard G. Lindner
                                        Richard G. Lindner, as attorney-in-fact
                                        for Mr. Whitacre, the Directors, and on
                                        his own behalf as Principal Financial
                                        and Accounting Officer

                                   November 18, 2005

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DIRECTORS:

Gilbert F. Amelio*
August A. Busch III*
Martin K. Eby, Jr.*
James A. Henderson*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Randall L. Stephenson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*

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

                                  SIGNATURES

          The Plans.  Pursuant to the requirements of the Securities Act of 1933
     the Savings  Plan  Committee  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 Bedminster,  State of New Jersey,
     on this 16th day of November 2005.

                          AT&T Long Term Savings Plan for Management Employees
                          AT&T Long Term Savings and Security Plan
                          AT&T Retirement Savings and Profit Sharing Plan
                          AT&T of Puerto Rico, Inc. Long Term Savings Plan for
                               Management Employees
                          AT&T of Puerto Rico, Inc. Long Term Savings and
                               Security Plan

                           By Savings Plan Committee

                           By:  /s/ Brian Byrnes
                                Brian Byrnes
                                Secretary of the Savings Plan Committee

                                INDEX TO EXHIBITS

Exhibit Number    Description of Exhibits

     5            Validity opinion of James D. Ellis, Esq.

     23-a         Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm (San Antonio, TX)

     23-b         Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm (Atlanta, GA)

     23-c         Consent of PricewaterhouseCoopers LLP (Florham Park, NJ)

     23-d         Consent of PricewaterhouseCoopers LLP (Seattle, WA)

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

     24-a         Powers of Attorney of Officer/Director

     24-b         Powers of Attorney of Directors