As filed with the Securities and Exchange Commission on September 9, 2002.
                                                      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. EmployerIdentification No.)
Incorporation or Organization)

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



                                   SBC PAYSOP,
              Pacific Telesis Group Employee Stock Ownership Plan,
                   and Tax Reduction Act Stock Ownership Plan

                            (Full Title of the Plans)



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

                         CALCULATION OF REGISTRATION FEE
-------------------------- ------------------ -------------------------------
Title of       Amount        Proposed        Proposed               Amount of
Securities     to be         Maximum         Maximum              Registration
To Be         Registered     Offering        Aggregate                Fee
Registered                   Price           Offering
                             Per Share       Price
-------------------------- ------------------ -----------------------------
-------------------------- ------------------ -----------------------------
Common Stock,   600,000         $23.70        $14,220,000          $1,309
par value                         (2)             (2)
$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. The maximum  aggregate
     offering price was computed by multiplying 600,000 shares by the average of
     the high and low price of the stock on September 3, 2002.



<PAGE>



                   PART I. INFORMATION REQUIRED IN PROSPECTUS


     Pursuant to the Note to Part 1 of Form S-8, the  documents  containing  the
information  specified  by Part I of Form S-8 will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").


             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

          The following  documents  have been filed by SBC  Communications  Inc.
     ("SBC") with the Securities and Exchange  Commission  (the "SEC") (File No.
     1-8610) and are  incorporated  herein by  reference:  Annual Report on Form
     10-K for the year ended December 31, 2001;  Quarterly  Reports on Form 10-Q
     for the quarters ended March 31, 2002,  and June 30, 2002; 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 24, 2002,  June 24, 2002,  June 28, 2002,  August 1, 2002 and
     August 12, 2002.

          The  following   additional   documents  are  hereby  incorporated  by
     reference:  the Annual Reports on Form 11-K for the year ended December 31,
     2001, for each of the SBC PAYSOP,  the Pacific Telesis Group Employee Stock
     Ownership Plan, and the Tax Reduction Act Stock Ownership 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 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 McConnell and Jones 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

(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 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 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
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.


<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
September 2002.

                                     SBC COMMUNICATIONS INC.

                                     By: /S/ 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:  /s/ 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

                                     September 9, 2002


DIRECTORS:


Gilbert F. Amelio*
Clarence C. Barksdale*
James E. Barnes*
August A. Busch III*
William P. Clark*
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
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*
Laura D'Andrea Tyson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*


*  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
September 2002.


                                  SBC PAYSOP
                                  Pacific Telesis Group Employee Stock
                                  Ownership Plan

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



                                  By:  /s/ Karen E. Jennings
                                       Karen E. Jennings
                                       Senior Executive Vice President -
                                       Human Resources



<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 the
City of New Haven, State of Connecticut, on this 9th day of September 2002.



                  Tax Reduction Act Stock Ownership Plan

                  By The Southern New England Telephone Company
                  Sponsor for the foregoing Plan



                  By: /s/ William A. Blase, Jr.
                      William A. Blase, Jr.
                      President and Chief Executive 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 McConnell and Jones 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": "paysops8july.txt", "description": "SCHEDULE 8", "secsgml_size_bytes": 22127}]
{"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": "333-99359", "film-number": "02760013"}, "business-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-4", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2108214105"}, "mail-address": {"street1": "175 E HOUSTON", "street2": "ROOM 9-R-6", "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 September 9, 2002.
                                                      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. EmployerIdentification No.)
Incorporation or Organization)

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

                                   SBC PAYSOP,
              Pacific Telesis Group Employee Stock Ownership Plan,
                   and Tax Reduction Act Stock Ownership Plan

                            (Full Title of the Plans)

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

                         CALCULATION OF REGISTRATION FEE
-------------------------- ------------------ -------------------------------
Title of       Amount        Proposed        Proposed               Amount of
Securities     to be         Maximum         Maximum              Registration
To Be         Registered     Offering        Aggregate                Fee
Registered                   Price           Offering
                             Per Share       Price
-------------------------- ------------------ -----------------------------
-------------------------- ------------------ -----------------------------
Common Stock,   600,000         $23.70        $14,220,000          $1,309
par value                         (2)             (2)
$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. The maximum  aggregate
     offering price was computed by multiplying 600,000 shares by the average of
     the high and low price of the stock on September 3, 2002.
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, 2001;  Quarterly  Reports on Form 10-Q
     for the quarters ended March 31, 2002,  and June 30, 2002; 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 24, 2002,  June 24, 2002,  June 28, 2002,  August 1, 2002 and
     August 12, 2002.

          The  following   additional   documents  are  hereby  incorporated  by
     reference:  the Annual Reports on Form 11-K for the year ended December 31,
     2001, for each of the SBC PAYSOP,  the Pacific Telesis Group Employee Stock
     Ownership Plan, and the Tax Reduction Act Stock Ownership 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 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 McConnell and Jones 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

(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 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 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
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 9th day of
September 2002.

                                     SBC COMMUNICATIONS INC.

                                     By: /S/ 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:  /s/ 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

                                     September 9, 2002

DIRECTORS:

Gilbert F. Amelio*
Clarence C. Barksdale*
James E. Barnes*
August A. Busch III*
William P. Clark*
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
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*
Laura D'Andrea Tyson*
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
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
September 2002.

                                  SBC PAYSOP
                                  Pacific Telesis Group Employee Stock
                                  Ownership Plan

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

                                  By:  /s/ Karen E. Jennings
                                       Karen E. Jennings
                                       Senior Executive Vice President -
                                       Human Resources
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 the
City of New Haven, State of Connecticut, on this 9th day of September 2002.

                  Tax Reduction Act Stock Ownership Plan

                  By The Southern New England Telephone Company
                  Sponsor for the foregoing Plan

                  By: /s/ William A. Blase, Jr.
                      William A. Blase, Jr.
                      President and Chief Executive 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 McConnell and Jones 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