SecProbe.io

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May 6, 2005

Mail Stop 0407

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

      Re:	SBC Communications Inc.
      	Amendment No. 1 to Form S-4
      	File No. 333-123283
      	Filed April 20, 2005

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.

* * * * *
Amendment No. 1 to Form S-4
1. We note the response to our prior comment #5.  We note the
characterization of the special dividend as a dividend is based on
the "advice" of Wachtell.  We further note that the tax opinions
filed as Exhibits 8.1 and 8.2 do not address this
characterization.
Note the Item 601(b)(8) of Regulation S-K requirement for a tax
opinion when "the tax consequences are material to an investor and
a
representation as to tax consequences is set forth in the filing."
In your response letter, please explain why no tax opinion is
required to support the characterization of the special dividend.
Otherwise, please have tax counsel opine on the characterization.

Summary, page 1
2. Revise the summary of the material U.S. federal income tax
consequences on page 3 to state in clear, plain language how AT&T
shareholders will be taxed.  For example, state that shareholders
will be taxed on the cash they will receive as a special dividend
but
not on the receipt of SBC common stock issued in exchange for AT&T
common stock.  Similarly clarify how shareholders will be taxed if
the merger is restructured to satisfy the tax opinion conditions.

The Merger, page 24

	Background of the Merger, page 24
3. We note the revisions made in response to our prior comments
#14
and #16.  Provide an expanded discussion of the degree to which
AT&T`s management considered transactions with third parties.
Disclose the approximate number of parties with whom AT&T`s
management had discussions and clarify the extent of the
discussions,
including whether AT&T received any preliminary indications of
interest.  Also expand your disclosure of the reasons why the AT&T
board believed that transactions with third parties "did not
appear
achievable in the near term based on prior discussions with such
parties and/or did not appear to offer an equivalent level of
synergies as compared to the potential transaction with SBC."  The
expanded disclosure should be sufficiently detailed so that
readers
can understand the AT&T board`s reasoning regarding this issue.
Moreover, as previously requested, explain what consideration the
AT&T board gave to soliciting bids from third parties when SBC
refused to adjust the exchange ratio in late January 2005.
4. We note that the 10%-15% premium was first quantified at the
January 21, 2005 meeting.  Please explain how this specific range
was
determined.
5. Discuss how the parties negotiated the percentage of SBC common
shares that the AT&T shareholders would own upon completion of the
merger, as requested in prior comment #19.
6. We note your response to our prior comment #24.  In your
response
letter, please provide a more detailed analysis explaining why the
presentations made by SBC`s financial advisors to SBC`s management
should not be viewed as material to an investment decision by AT&T
shareholders.  Your response should describe the nature of the
information presented.

      SBC`s Reasons for the Merger, page 27
7. Revise the reference to "numerous third party analyses" on page
30
to indicate that the information is publicly available, as
suggested
by your response to our prior comment #24.  Also summarize the
business and financial information about AT&T contained in the
third
party analyses and newspaper articles that SBC reviewed.

	AT&T`s Reasons for the Merger, page 30
8. Please explain in greater detail why the AT&T board viewed the
last two bullet-pointed factors on page 30 as generally supporting
its decision.  For example, describe what the board considered
with
respect to SBC`s business, operations, financial condition, etc.,
as
well as what it considered to be the "likely effect" of the
industry
and economic conditions.
9. Revise the AT&T board`s reference to the financial analyses of
CSFB and Morgan Stanley to address the fact that a substantial
portion of the fees payable to the advisors is contingent upon
shareholder approval and the consummation of the transaction.
Refer
to prior comment #36.

Opinions of AT&T Financial Advisors, page 35
10. We note your response to our prior comment #31.  However, it
is
unclear from your response whether SBC prepared and provided
financial projections to Morgan Stanley and CSFB, who subsequently
did not rely on the projections.  Please clarify.  If Morgan
Stanley
and CSFB did not rely on projections provided and prepared by SBC,
then revise your disclosure on page 36 ("...reviewed...financial
forecasts for 2005 through 2007 prepared and provided to CSFB by
SBC...") and page 38 ("...reviewed certain financial projections
for
2005 through 2007 prepared by the management of SBC...") to
reflect
the nature of the actual use of any SBC-prepared projections.
Also
provide us with a copy of the SBC-prepared projections with your
next
response letter.
11. We note your response to our prior comment #33.  As previously
requested by that comment, please provide us with copies of the
engagement letters for CSFB`s and Morgan Stanley`s services.  We
refer you to Rule 418 of Regulation C, which allows requests for
supplemental information concerning the registration statement.
If
you wish, you may request the return of the engagement letters
pursuant to Rule 418(b).
12. As requested by our prior comment #35, please explain in
reasonable detail the consideration the AT&T board gave to the
fact
that both of its financial advisors have provided past services to
SBC.
13. As requested by our prior comment #39, please describe in
greater
detail the criteria used to select the "comparable companies" used
in
the discounted cash flow analysis.  Clarify why the comparable
companies selected for purposes of the discounted cash flow
analysis
were different from those utilized in the selected company
analysis
on page 42.
14. Indicate how the range of discount rates used in the
discounted
cash flow analysis compared to those pertaining to the selected
comparable companies.
15. As requested by our prior comments #43 and #46, please explain
in
greater detail how the implied exchange ratios used in the
contribution analysis and described on page 43 were calculated.
Your
revisions should include useful disclosure (including, when
appropriate, quantified disclosure) that provides a clearer
understanding of how these specific ranges were calculated.

Interests of AT&T Executive Officers and Directors in the Merger,
page 44
16. We note your response to our prior comment #48.  Please
disclose
in the registration statement that:
* SBC must consent to a waiver of the retention program`s limits;

* there are no prescribed limits on the amount of the bonuses in
excess of three times the executive officer`s annual base salary;
and
* because the retention program does not prescribe any
circumstances
in which SBC may or may not permit AT&T to pay a bonus exceeding
the
program`s limits, SBC has sole discretion in determining when to
consent to a waiver of the program`s limits.

The Merger Agreement, page 54
17. You state in the second sentence of the second paragraph that
the
representations and warranties set forth in the merger agreement
were
"solely for the benefit of the parties" to the agreement.  In
addition, the fourth sentence states that investors "should not
rely"
upon the disclosures regarding representations and warranties "as
statements of factual information since they were intended to be
limited to the parties" to the agreement.  These statements appear
to
limit reliance by investors on the descriptions of the
representations and warranties.  Note that investors are entitled
to
rely upon disclosures in your publicly filed documents, including
disclosures regarding representations and warranties contained in
a
merger agreement.  As a result, we view these limitations as
inappropriate since the disclosures regarding the merger agreement
are being provided to shareholders in a public disclosure document
under the federal securities laws.  Please revise to delete these
limitations.
18. Please be advised that notwithstanding the inclusion of a
general
disclaimer, you are responsible for considering whether additional
specific disclosures of material information regarding material
contractual provisions are required to make the statements
included
in the proxy statement/prospectus not misleading.  Include
disclosure
acknowledging that if specific material facts exist that
contradict
the representations or warranties in the merger agreement, you
have
provided corrective disclosure.
19. We note your statement that "[i]nformation about SBC or AT&T
can
be found elsewhere in this document and in public filings each of
SBC
and AT&T makes with the SEC."  Please revise to remove any
potential
implication that the referenced merger agreement does not
constitute
public disclosure under the federal securities laws.

Where you can Find More Information, page 144

      AT&T Corp., Form 10-K for the fiscal year-ended December 31,
2004
20. We note your response to our prior comment #61 and the
supplemental response dated May 5, 2005.  To assist us in
assessing
your responses, please provide us with further explanation of the
basis for your conclusions as to CATT`s materiality to AT&T, and
whether CATT constitutes a material investment risk for AT&T
security
holders or poses a substantial negative risk with respect to
AT&T`s
reputation or share value.  In this regard, please tell us why
AT&T
continues to pay the salaries of the 5 Cuban nationals who
previously
supported the cable landing site, and whether those individuals
pay
for the office space they occupy in Havana.

With respect to AT&T`s other Cuba-related operations described in
your response, and considering Cuba`s status as a country subject
to
OFAC-administered economic sanctions and identified by the U.S.
State
Department as a state sponsor of terrorism, please address for us
(i)
the materiality to the company of its activities in providing
and/or
facilitating telecommunications and voice services to Cuba,
including
to some governmental entities, and (ii) whether those activities
constitute a material investment risk for AT&T security holders,
by
virtue of potential risk to the company`s reputation or share
value,
or otherwise.  Provide sufficient explanation for us to understand
the bases for your views.  Please also clarify for us whether the
customers who pay AT&T for its half-channel services include Cuban
persons or the Cuban government.  Finally, please ensure that the
supplemental response dated May 5, 2005 is filed on EDGAR.

Annex A
21. The note you added to the cover page of the merger agreement
indicates that the document does not contain the disclosure
letters
delivered by the respective parties.  Please file a list that
briefly
identifies the subject matter of the omitted disclosure letters,
as
required by Item 601(b)(2) of Regulation S-K.  Refer to prior
comment
#62.

Exhibit 8.2
22. Please delete the statement "this opinion is not to be relied
on
for any other purpose or by any other person or entity without our
consent."  Language that suggests investors may not rely on the
tax
opinion is inappropriate.
* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Sharon Virga at (202) 551-3385 or Kyle
Moffatt
at (202) 551-3836 if you have questions regarding comments on the
financial statements and related matters.  Please contact Ted Yu
at
(202) 551-3372 or me at (202) 551-3810 with any other questions.

      			Sincerely,

      			Michele M. Anderson
      			Legal Branch Chief

Cc:	Ariel Aminetzah (via fax)
	Sullivan & Cromwell
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SBC Communications Inc.
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