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CORRESPONDENCE

Page 1 of 22

April 20, 2005

Michele M. Anderson,

          Legal Branch Chief, Division of Corporation Finance,

               Securities and Exchange Commission,

                    450 Fifth Street, N.W.

                         Washington, D.C. 20549-0510

    Re:

    Responses to Comments on the Registration Statement on Form S-4 filed by SBC Communications Inc. on March 11, 2005
(File No. 333-123283)

Dear Ms. Anderson:

     SBC Communications Inc. (“SBC”) today filed Amendment No.1 to its Registration Statement on
Form S-4 (File No. 333-123283) (“Amendment No. 1”), including a Prospectus of SBC and a Proxy
Statement of AT&T Corp. (“AT&T”). This letter, which is being submitted on behalf of SBC and AT&T,
responds to your letter, dated April 8, 2005, relating to comments of the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) in connection with the above-referenced
Registration Statement and certain related documents.

     The responses to the Staff’s comments are numbered to relate to the corresponding comments in
your letter of April 8, 2005. For your convenience, we have also included the text of each of your
comments. In general, the information contained in this letter with respect to SBC has been
furnished by SBC and the information contained in this letter with respect to AT&T has been
furnished by AT&T. All page references contained in this letter are to the pages of Amendment No.
1 in the form filed today with the Commission.

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.

In response to the Staff’s comment, we have revised the disclosure on the cover page.

Michele M. Anderson

April 20, 2005
Page 2 of 22

    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.

In response to the Staff’s comment, we have revised the disclosure on the cover page.

    3.

Please revise to clearly indicate that the proxy statement and form of proxy are
preliminary copies. See Rule 14a-6(e)(1).

In response to the Staff’s comment, we have revised the cover page and the form of
proxy.

    4.

Tell us why you have not provided consents from the independent accountants for
Cingular Wireless and Omnipoint.

We have included consents from the independent accountants for Cingular Wireless and
Omnipoint as Exhibits 23.3 and 23.4, respectively, to Amendment No. 1.

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.

We respectfully note the Staff’s comment. AT&T supplementally advises the Staff that,
based on the advice of its counsel, AT&T intends to report the payment of the special
dividend as a dividend for United States federal income tax purposes. Consistent with
this approach, AT&T intends to provide each AT&T shareholder with a payee statement
(IRS Form 1099-DIV), which will reflect the payment of all dividends to such
shareholder during the relevant tax year, including the special dividend.

Michele M. Anderson

April 20, 2005
Page 3 of 22

Although shareholders may wish to consider any alternative characterization of the
special dividend, we believe there is insufficient uncertainty to merit risk factor
disclosure regarding the characterization of the special dividend.

In response to the Staff’s comments, we have revised the disclosure on pages 3, 49, 50
and 51 to reflect the foregoing.

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.

In response to the Staff’s comment, we have revised the disclosure on pages 4, 5, 52
and 53.

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.

In response to the Staff’s comment, we have revised the disclosure on pages 10, 11 and
12. SBC has set forth the computation of ratios of earnings to fixed charges for SBC
in Exhibit 12 to Amendment No. 1.

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.

We respectfully note the Staff’s comment. AT&T supplementally informs the Staff that
for the period that AT&T owned Liberty Media Group (“LMG”), it was accounted for as an
equity method investment because AT&T did not have a controlling financial interest for
financial accounting purposes. Accordingly, the amounts attributable to LMG were
reflected in the consolidated financial statements as equity (losses) from LMG and
Investment in LMG. When AT&T divested its interest in LMG in 2001, it was not
considered a discontinued operation, because AT&T did not exit from the line of
business in which LMG operated.

Accordingly, in the selected financial data on page 11, the results of LMG are included
in (Loss) income from continuing operations, Total assets — continuing operations,
Total assets and Shareowners’ equity. Because LMG was not consolidated, amounts for
LMG are not included in Revenue,

Michele M. Anderson

April 20, 2005
Page 4 of 22

Operating (loss) income or any of the components of the balance sheet separately
identified. Further, because LMG was a tracking stock, all of the earnings of LMG
included in consolidated (Loss) income from continuing operations, are attributed to
the holders of the tracking stock and separately disclosed, along with the related
earnings per share. For purposes of the debt ratio, LMG equity has been excluded
because its debt is not included in AT&T’s consolidated debt amounts that are part of
the total capital calculation. AT&T believes that including LMG equity in the total
capital calculation would result in an inappropriate understatement of the debt ratio.
Similarly, because LMG was not consolidated, LMG employees are excluded from the number
of employees because any operational metrics calculated on the basis of the number of
employees would be misstated if LMG employees were included.

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?

In response to the Staff’s comment, we have deleted the risk factor regarding the
differences between the current rights of AT&T shareholders and the rights they will
have as SBC stockholders following the merger.

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.

In response to the Staff’s comment, we have revised the disclosure on page 19 to refer
to the discussion of cost savings and revenue synergies anticipated by SBC to be
created as a result of the merger, which referenced disclosure has been expanded.

SBC’s future growth will depend upon its ability to implement its business
strategy, page 19

Michele M. Anderson

April 20, 2005
Page 5 of 22

    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.

In response to the Staff’s comment, we have revised the disclosure on page 19.

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.

In response to the Staff’s comment, we have revised the caption on page 20. SBC
respectfully advises the Staff that the risk factor disclosure on page 22 under “SBC
may not be aware of certain foreign government regulations” states that SBC may be
presently unaware of regulations in certain foreign countries to which it may be
subject (i.e., SBC may not be aware of all applicable foreign regulations to which it
is subject, not that it is not subject to foreign regulations at all). SBC is aware of
regulations in certain other foreign countries to which it is or will become subject,
and such foreign regulations are referred to in the risk factor on page 20.

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.

In response to the Staff’s comment, we have revised the disclosure on page 24.

    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.

Michele M. Anderson

April 20, 2005
Page 6 of 22

In response to the Staff’s comment, we have revised the disclosure on page 25.

    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.

                                                       In response to the Staff’s comment, we have revised the
disclosure on pages 24 and 25.

    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.

In response to the Staff’s comment, we have revised the disclosure on page 25.

    17.

Disclose the specific nature of the “potential financial terms of a transaction”
discussed at the January 19 and 21, 2005 meetings.

In response to the Staff’s comment, we have revised the disclosure on page 25.

    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.

In response to the Staff’s comment, we have revised the disclosure on pages 25 and 26.

    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

Michele M. Anderson

April 20, 2005
Page 7 of 22

    •     the deal protection provisions.

In response to the Staff’s comment, we have revised the disclosure on pages 25 and 26.

    20.

Please disclose the “modest premium to the AT&T market price” that was considered at
the January 23, 2005 AT&T board meeting.

In response to the Staff’s comment, we have revised the disclosure on page 25.

    21.

Please include disclosure regarding how SBC management determined the 0.7803 exchange
ratio and the $1.20 special dividend.

In response to the Staff’s comment, we have revised the disclosure on page 26.

    22.

Please refer to the second full paragraph on page 25 (“Following these
conversations...”). Please identify AT&T’s “financial advisors.”

In response to the Staff’s comment, we have revised the disclosure on page 26.

    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.

                                                       In response to the Staff’s comment, we have revised the disclosure on page 27. AT&T
supplementally advises the Staff that the January 21, 2005 market prices were relevant
to the AT&T board’s consideration because, as disclosed on
page 25, during its
telephonic meeting of January 23, 2005, the AT&T board had authorized AT&T management
to continue its discussions with SBC’s management after the AT&T board had received an
update on the discussions between Mr. Dorman and Mr. Whitacre at its January 21, 2005
meeting, including the fact that it appeared from those discussions that a “potential
modest premium to AT&T’s market price based on the then-current prices of the two
companies’ shares” could be achieved. Accordingly, the AT&T board’s authorization of
AT&T management to continue its discussion with SBC management to determine whether
agreement could be reached on acceptable financial terms was granted on the basis that
AT&T’s management

Michele M. Anderson

April 20, 2005
Page 8 of 22

should negotiate a modest premium based on the relative share prices of the two
companies on January 21, 2005.

    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