Mail Stop 0407

May 16, 2005

Joy Rick
SBC Communications Inc.
175 E. Houston Street, 11th Floor
San Antonio, Texas 78205-2233


	RE:  	SBC Communications Inc.
		Post-Effective Amendment No. 1 to Form S-3
		File No. 333-118476
		Filed May 3, 2005

Dear Ms. Rick:

      We limited our review of your filing to matters relating to
the
outstanding comments issued in connection with our review of your
pending Form S-4 (file no. 333-123283).

      As we have conducted only a limited review of your filing,
we
urge all persons who are by statute responsible for the adequacy
and
accuracy of the filing to be certain that all information required
pursuant to the Securities Act of 1933, as amended, has been
included.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in your filing to be certain that they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to the company` disclosure, they are
responsible
for the accuracy and adequacy of the disclosures they have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to any comments on your filing.

	If you have any questions, please call Ted Yu at (202) 551-
3372
or me at (202) 551-3833.

Sincerely,




      Michele M. Anderson
Legal Branch Chief



cc:	Ariel Aminetzah (via fax)
	Sullivan & Cromwell
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SBC Communications Inc.
Post-Effective Amendment No. 1 to Form S-3
Page 2 of 2