SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 18, 2005

Mail Stop 0407

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

      Re:	SBC Communications Inc.
      	Amendment No. 2 to Form S-4
      	File No. 333-123283
      	Filed May 11, 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. 2 to Form S-4

Summary, page 1

1. We note the disclosure that the special dividend "should
qualify
as a distribution within the meaning of Section 301," "should be
treated" as a dividend for US federal income tax purposes, and
"should be taxed on the cash received as a Special Dividend."
Please
revise to phrase the opinions more definitively.  If tax counsel
is
using the "should" language because uncertainty exists regarding
the
tax consequences or it is unable to opine on the matter, it should
explain why it cannot give a "will" opinion, describe the degree
of
uncertainty in the opinions, and provide any necessary risk factor
discussion.  Apply similar revisions to the Material United States
Federal Income Tax Consequences section beginning on page 53 and
the
tax opinion filed as Exhibit 8.2.

In addition, please state clearly in the summary and elsewhere in
the
prospectus that under a Section 368(a) reorganization, the
exchange
of AT&T shares for SBC shares by AT&T shareholders will be tax-
free.

2. In order to enhance readers` understanding of the alternative
tax
consequences, please explain more clearly the meaning of the
merger
agreement`s provision (Section 6.18 of the merger agreement) that
the
parties can restructure the merger to include "in the per share
merger consideration the per share amount of the special dividend"
if
such restructuring is needed in order to obtain Section 368(a)
treatment.  For example, your revised disclosure should explain to
readers what you mean by including "in the per share merger
consideration the per share amount of the special dividend."  Does
this mean that SBC will be deemed to pay the $1.30 per share in
cash
as part of the merger consideration in lieu of AT&T paying its
shareholders a cash dividend?

Finally, your disclosure appears to be stating that if the
restructuring occurs, the merger will constitute a tax-free
Section
368(a) reorganization but AT&T shareholders may still recognize a
gain (the amount of the recognized gain depending on the
circumstances described on pages 4 and 55).  To enhance readers`
understanding and avoid any confusion on the part of readers,
please
explain why it is consistent to indicate that a merger is a tax-
free
Section 368(a) transaction even though AT&T shareholders may be
forced to recognize gains.

The Merger, page 28

3. We note your revisions in response to prior comment #3.  We
again
ask that you provide expanded information regarding the extent of
any
discussions between AT&T and third parties.  In this regard, you
state on pages 29 and 31 that AT&T`s management made conclusions
based on the relative levels of interest expressed by other
parties,
but the first paragraph on page 28 does not give any indication to
the levels of interest expressed.  In addition, it is unclear how
the
AT&T board assumed that a potential transaction with SBC could
result
in greater cost savings than in other transactions based on those
preliminary discussions.  Please revise accordingly.

4. The revisions made in response to our prior comment #4 appear
to
address more the question of SBC`s intentions with respect to the
10%-15% premium range rather than the question of how the range
was
calculated.  Therefore, as previously requested by our comment #4,
please explain, with an useful level of detail, how SBC selected a
range of 10%-15% for the "small" premium it was willing to pay for
AT&T`s shares.

      SBC`s Reasons for the Merger, page 32

5. Revise page 34 to indicate that the SBC board reviewed the
third
party analyses and newspaper articles as background information
and
that the materials were not "of material significance" to its
consideration of the merger, as indicated in your response to
prior
comment #7.  We believe your current disclosure may imply that the
board materially relied on the materials.

Opinion of AT&T`s Financial Advisors, page 40

6. We reviewed the SBC-prepared forecasts for 2005, which were
provided in response to our prior comment #10.  We further note
your
statement that such forecasts "were not inconsistent with the
analysis that CSFB and Morgan Stanley had compiled based upon
publicly available information."  However, based on our review of
the
CSFB/Morgan Stanley presentation to the A&T board, the 2005
projections used by the financial advisors in their analyses and
based on publicly available research estimates appear to differ
from
the SBC-prepared forecasts for 2005.  Specifically, the SBC-
prepared
forecasts of total revenues for 2005 appear to differ from the
projected total revenues for 2005 contained within the CSFB/Morgan
Stanley presentation.  In your response letter, please reconcile
this
discrepancy.

7. Although we note the explanation provided in your response to
our
prior comment #10, provide us with copies of the SBC-prepared
projections for 2006 and 2007 so that we can review the
projections.
If you wish, you may request the return of the projections in
accordance with Rule 418(b) of Regulation C.
Furthermore, according to your response to our prior comment #10,
CSFB and Morgan Stanley were not provided copies of SBC-prepared
projections for 2006 and 2007.  Instead, they were only allowed to
view the projections "briefly without taking notes."  Yet, your
disclosure in the prospectus/proxy statement continues to state
that
CSFB and Morgan Stanley "reviewed...financial forecasts for 2005
through 2007 prepared and provided to CSFB by SBC" and "reviewed
certain financial projections for 2005 through 2007 prepared by
the
management of SBC."  Given your response indicates that neither
CSFB
nor Morgan Stanley had an opportunity to review the 2006 and 2007
projections to the same extent that they had to review the 2005
projections, your disclosure should be revised to indicate the
limited scope of their review of the 2006-2007 projections.

8. As requested by prior comment #13 of our May 6, 2005 letter and
prior comment #39 of our April 8, 2005 letter, please describe in
the
prospectus/proxy statement the criteria used to select the
"comparable companies" utilized in the discounted cash flow
analysis.

Include in the prospectus/proxy statement your stated explanation
of
why the financial advisors used different companies for the
discounted cash flow analysis and selected company analysis.

The Merger Agreement, page 59

9. The disclosure that the representations and warranties "may not
be
complete," "may or may not have been accurate," and "do not
purport
to be accurate as of the date of this document" is vague and may
not
be clear to security holders.  As requested by our prior comment
#18,
please include in the prospectus/proxy statement an express
statement
acknowledging if specific material facts exist that contradict the
representations or warranties in the merger agreement, you have
provided corrective disclosure.

10. Your disclosure refers to agreements other than the merger
agreement.  Such references are overly broad and may not be clear
to
security holders.  Please revise to omit reference to agreements
other than the merger agreement.

11. You note your statement that the representations and
warranties
were made "only for the purposes of such agreements" and the
"benefit
of the parties."  These statements appear to limit reliance by
investors on the descriptions of the representations and
warranties.
Please revise to remove any potential implication that the
referenced
merger agreement does not constitute public disclosure under the
federal securities laws.

Exhibits 8.1 and 8.2

12. Please file the executed Wachtell and Sullivan & Cromwell tax
opinions prior to requesting effectiveness.

* * * * *

      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 Aminetazh (via fax)
	Sullivan & Cromwell

??

??

??

??

SBC Communications Inc.
Page 1 of 5

</TEXT>
</DOCUMENT>