SecProbe.io

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April 8, 2005

Mail Stop 0407

Joy Rick
SBC Communications Inc.
175 East Houston
San Antonio, Texas 78205

      Re:	SBC Communications Inc.
      	Form S-4 filed March 11, 2005
      	File No. 333-123283

Dear Ms. Rick:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *

Form S-4

Prospectus Cover Page/Letter to Shareholders
1. Please state the total number of SBC common shares currently
expected to be issued under the proposed merger, as required by
Item
501(b)(2) of Regulation S-K.  Your disclosure on page 22 indicates
that the maximum expected number is 623,804,193 shares.  In
addition,
disclose the percentage of outstanding SBC common shares that the
AT&T shareholders are expected to hold after the merger is
completed.
2. Disclose prominently that the value of the merger consideration
AT&T shareholders will receive is currently unknown and may be
less
than the current market value of SBC stock.
3. Please revise to clearly indicate that the proxy statement and
form of proxy are preliminary copies.  See Rule 14a-6(e)(1).
4. Tell us why you have not provided consents from the independent
accountants for Cingular Wireless and Omnipoint.

Summary, page 1

	Material United States Federal Income Tax Consequences, page
3
5. We note that "AT&T intends to take the position that the
special
dividend will constitute a dividend for United States federal
income
tax purposes."  Note that only tax counsel or an accountant may
render an opinion on tax consequences.  Consider having tax
counsel
opine on the tax consequences regarding the special dividends and
revise the disclosure as necessary.  To the extent there is
uncertainty in the characterization of the special dividend, then
ensure that the expanded discussion of the tax consequences
beginning
on page 43 addresses the reasons for and degree of the uncertainty
as
well as how shareholders would be taxed pursuant to any
alternative
characterization of the special dividend.  Also consider providing
risk factor disclosure about the uncertainty, as appropriate.
Regulatory Matters Related to the Merger, page 4
6. We note that the HSR Act waiting period expired on March 24,
2005.
Please update the disclosure to reflect the current status of the
regulatory approval process.

Selected Historical Financial Data of SBC, page 10
7. Revise to provide footnotes that show the computation of ratio
of
earnings to fixed charges and the debt ratio.  Similarly revise
pages
11 and 12.

Selected Historical Financial Data of AT&T, page 11
8. Revise to reflect amounts for Liberty Media Group while it was
included in your continuing operations.

Risk Factors, page 16

The rights of former AT&T shareholders who become stockholders of
SBC..., page 17
9. Please explain in greater detail why the material differences
between the current rights of AT&T shareholders and the rights
they
will have after the merger as SBC stockholders should be viewed as
risks to AT&T shareholders.  For example, does Delaware law offer
fewer rights or less protection than New York law?

SBC expects the merger will slow its revenue growth in the near
term
following the merger, page 18
10. We note that SBC expects the merger to have an "incremental
positive contribution to its earnings" by 2008.  In the
appropriate
section, please disclose the basis of this expectation.  When
revising, please note the requirements of Item 10(b) of Regulation
S-
K, which applies to management`s projections of future economic
performance.

	SBC`s future growth will depend upon is ability to implement
its
business strategy, page 19
11. Please expand your explanation of why you cannot provide
assurances that the implementation of the initiatives will not be
delayed or ever be successfully implemented.

	Domestic and foreign regulations may materially adversely
affect
SBC`s business, page 20
12. Revise this vague and generic risk factor caption to clearly
state the risk to the company.  In addition, it is unclear why you
include a reference to foreign regulation in this caption given
your
disclosure on page 21 that SBC is presently unaware of any
regulations in foreign countries to which SBC or AT&T are subject.
Please advise or revise accordingly.

The Merger, page 24

	Background of the Merger, page 24
13. Please refer to the first paragraph on page 24.  Disclose the
dates of the "two separate occasions during 2004" when the members
of
both companies` management met.
14. We note that the AT&T board considered potential business
combinations with third parties.  Please indicate whether the AT&T
board considered soliciting bids from parties other than SBC,
particularly when SBC refused to adjust the exchange ratio in late
January 2005.  If not, please indicate the AT&T board`s reasoning.
Explain why the AT&T board decided to pursue a business
combination
with SBC rather than other third parties.
15. Please refer to the second paragraph on page 24.  Please
disclose
the "modest premium" that SBC indicated it was willing to pay for
the
AT&T shares.  Briefly explain why SBC determined to cease its
discussions regarding a combination with AT&T.  Also briefly
explain
why members of both companies` management subsequently decided to
initiate new discussions in mid-January 2005.
16. Please briefly describe the "potential strategic alternatives"
considered by the AT&T board during its January 19, 2005 meeting.
Indicate why the AT&T board determined to proceed with a
combination
with SBC rather than pursue the other "potential strategic
alternatives."  Finally, please explain why the AT&T board
determined
that a merger was necessary at that particular time.
17. Disclose the specific nature of the "potential financial terms
of
a transaction" discussed at the January 19 and 21, 2005 meetings.
18. Please briefly describe the nature of the "contractual issues"
mentioned in the middle of the second paragraph on page 24.
Similarly, briefly describe the nature of the issues involved in
the
"contractual discussions" that occurred during the January 23,
2005
AT&T board meeting.  Briefly indicate how the parties ultimately
resolved the contractual issues.
19. Discuss further the negotiation of the following items:
* the transaction structure;
* the final percentage of outstanding SBC common shares that the
AT&T
shareholders would own post-merger; and
* the deal protection provisions.
20. Please disclose the "modest premium to the AT&T market price"
that was considered at the January 23, 2005 AT&T board meeting.
21. Please include disclosure regarding how SBC management
determined
the 0.7803 exchange ratio and the $1.20 special dividend.
22. Please refer to the second full paragraph on page 25
("Following
these conversations...").   Please identify AT&T`s "financial
advisors."
23. We note the comparison of the value of the final exchange
ratio
and special dividend to the closing market prices on January 21,
2005.  Please indicate why the January 21, 2005 market prices were
relevant to the AT&T board`s consideration.  The only event that
appears to have happened on that date was a meeting between
Messrs.
Dorman and Whitacre.
24. The last paragraph on page 25 indicates that SBC`s financial
advisors "provided their views as to the transaction" to SBC`s
management at the January 30, 2005 meeting.  Advise us why each of
these presentations do not constitute a "report, opinion or
appraisal
materially relating to the transaction" within the meaning of Item
4(b) of Form S-4.  Similarly advise us whether any of the "third
party analyses" regarding AT&T`s business prospects and financial
condition as referenced on page 28 are reports, opinions or
appraisals under Item 4(b) of Form S-4 and if not, why not.  We
may
have further comment after reviewing your response.

SBC`s Reasons for the Merger, page 26
25. Cost Savings and Revenue Synergies, page 26.  Please disclose
the
bases of the projections of $15 billion in "identified synergies"
and
"net annual run rate of $2 billion or greater in combined reduced
operating expenses and incremental revenue by 2008."  Also briefly
describe the nature of the material "assumptions," "estimates,
assumptions, and judgments" underlying these projections.
26. Please expand the factors that you list as "Additional
Considerations" by the board in making its recommendation.  Vague
statements of topics, such as "financial condition, results of
operations, earnings, technology positions..." are not sufficient.
You will need to explain how each factor supports or does not
support
the decision to approve the merger.  For example, explain how
current
financial market conditions supported the board`s decision.
Similarly, discuss the "likely effect" of the factors stemming
from
the current and prospective business environment in which the
companies operate and why this is a supporting factor.  Also
revise
to discuss the anticipated impact of the merger on the customers
and
employees of SBC.

AT&T`s Reasons for the Merger, page 28
27. Name the director who voted against the proposed transaction
and
disclose the reasons for his or her dissent, to the extent known.
28. Please expand your explanation of why the factors were viewed
by
the AT&T board as supporting its decision to enter into the merger
agreement, including the following:

* "the financial terms of the transaction...;"

* "the terms and conditions of the merger agreement, including the
nature of the parties` representations, warranties, covenants, and
agreements;" and

* "information available to the AT&T board of directors concerning
other strategic alternatives."

Your revision should explain what other "strategic alternatives"
were
considered by the AT&T board and why they were rejected.  Finally,
please explain the basis of the AT&T board`s expectation that the
"merger would be accretive to the pro forma earnings per share of
SBC
by 2008."
29. Revise the penultimate bullet on page 29 to provide a
comparison
to the value of the per share merger consideration based on the
closing prices on January 28, 2005 and the most recent date
practicable.
30. We note your discussion of the deal-protection provisions of
the
merger agreement in this section.  Provide a risk factor
discussing
the possible adverse effect on shareholders as a result of the
significant deal-protection provisions, if material.

Opinions of AT&T`s Financial Advisors, page 31
31. Please note that disclosure of financial forecasts prepared by
management is generally required if the forecasts were provided to
a
third-party financial advisor, including a merging party`s
advisor.
Accordingly, please disclose all material projections that were
exchanged among AT&T, SBC and their respective financial advisors
or
advise us why they are not material.  For example, please disclose
the "financial forecasts for 2005 through 2007 prepared and
provided
to CSFB by SBC."  You may explain the limited purpose of the
prepared
forecasts and provide other information so that shareholders
better
understand the forecasts` scope and purpose.  Also consider the
applicability of Regulation G to the extent you include any non-
GAAP
information in connection with the disclosure of these
projections.
32. Please provide us with copies of all materials used by Credit
Suisse and Morgan Stanley during their presentations to the AT&T
board.  Also provide us with copies of all projections the
advisors
used in their analyses.
33. Please disclose the dates that CSFB and Morgan Stanley were
engaged to provide their advisory services.  Also provide us with
copies of the engagement letters.
34. As required by Item 1015(b)(3) of Regulation M-A, please
briefly
explain the method used by the AT&T board in selecting CSFB to
provide a fairness opinion.  Provide a similar explanation for the
selection of Morgan Stanley by the AT&T board.  Also disclose any
instructions or limitations regarding the fairness opinions that
the
AT&T board provided to either CSFB or Morgan Stanley.  See Item
1015(b)(6) of Regulation M-A.
35. As required by Item 1015(b)(4) of Regulation M-A, please
quantify
the compensation that Morgan Stanley and CSFB will receive in
exchange for rendering their services in connection with this
transaction.  Also disclose the compensation that the advisors
received for the services they provided for each company during
the
past two years pursuant to Item 1015(b)(4) of Regulation M-A.
Address what consideration AT&T gave to the fact that both
advisors
have provided services to SBC.
36. Quantify the portion of the fees payable to each of the
advisors
that are contingent upon the consummation of the merger.  In
addition, revise any references to the advisors` opinions and
analyses appearing in "AT&T`s Reasons for the Merger" to address
these contingent payments.
37. Indicate whether Morgan Stanley recommended the amount of
consideration to be paid in the transaction in accordance with
Item
1015(b)(5) of Regulation M-A.
38. Credit Suisse First Boston LLC Fairness Opinion, page 31.
Please
describe in greater detail the nature of the following information
reviewed by CSFB to the extent not already addressed in the
subsections entitled "Financial Analyses" beginning on page 35:

* "...certain publicly available business and financial
information
relating to AT&T and SBC;"

* "...certain financial and stock market data of AT&T and SBC"
(including the periods reviewed);

* "...other publicly held companies in businesses [CSFB] deemed
similar to those of AT&T;" and

* "...other business combinations and other transactions which had
been recently effected or announced."

To the extent applicable, please provide similarly detailed
information regarding the information reviewed by Morgan Stanley
and
listed on pages 33-34.
39. Discounted Cash Flow Analysis, page 36.   Please identify the
"selected comparable companies" used in the DCF analysis.  Briefly
describe the criteria used to select the companies and explain how
they were deemed comparable to AT&T.
40. Please expand your discussion of how the discount rate range
of
8.0% to 10.0% used in the DCF analysis was calculated.  To this
end,
describe in greater detail the "analysis of the weighted average
cost
of capital of AT&T and selected comparable companies."  Provide
similar discussions regarding the discount rate range of 7.0% to
9.0%
used for SBC.
41. Please provide a more detailed explanation of how the implied
exchange ratio range of 0.385x to 0.679x was calculated.
42. Please refer to the first paragraph on page 37.  Expand your
explanation of how the terminal value multiples (ranging from 5.0x
to
6.0x), discount rates (ranging from 7.5% to 9.5%), and the implied
value per share (ranging from $16.76 to $21.71 and $19.15 to
$24.63)
were calculated.
43. Contribution Analysis, page 37.  Expand your disclosure of how
the implied exchange ratios (ranging from 0.866x to 1.286x and
0.453x
to 0.768x) were calculated.
44. Disclose whether this analysis took into account any cost
savings
programs or revenue enhancements.