Exhibit 24-a

                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

          THAT,  WHEREAS,  SBC  COMMUNICATIONS  INC.,  a  Delaware  corporation,
     hereinafter  referred  to as the  "Corporation,"  proposes to file with the
     Securities  and  Exchange   Commission  at  Washington,   D.C.,  under  the
     provisions  of the  Securities  Act of 1933,  as  amended,  a  Registration
     Statement  or  Statements  on Form S-8 for the  issuance  of  shares of the
     Corporation's  Common Stock together with an  indeterminate  amount of plan
     interests  pursuant to one or more of the following  plans: the SBC Savings
     Plan,  the SBC Savings and Security  Plan,  the Pacific  Telesis Group 1994
     Stock  Incentive  Plan,  the Pacific  Telesis  Group Stock Option and Stock
     Appreciation  Rights Plan, the Pacific Telesis Group  Nonemployee  Director
     Stock  Option Plan,  the SNET 1986 Stock  Option Plan,  the SNET 1995 Stock
     Incentive  Plan, the Ameritech Long Term Incentive Plan, the Ameritech 1989
     Long  Term  Incentive  Plan,  the  Ameritech  Corporation  Long-Term  Stock
     Incentive Plan, and the DonTech Profit Participation Plan; and

          WHEREAS,  the  undersigned  is  an  officer  and  a  director  of  the
     Corporation;

          NOW, THEREFORE,  the undersigned hereby constitutes and appoints James
     D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any
     one of them,  all of the  City of San  Antonio  and  State  of  Texas,  his
     attorneys  for him and in his  name,  place and  stead,  and in each of his
     offices  and  capacities  in  the  Corporation,   to  execute  and  file  a
     registration  statement or  statements,  and thereafter to execute and file
     any and all amended  registration  statements and amended  prospectuses  or
     amendments  or  supplements  to any of the  foregoing,  hereby  giving  and
     granting to said  attorneys full power and authority to do and perform each
     and every act and thing  whatsoever  requisite  and necessary to be done in
     and  concerning  the premises,  as fully to all intents and purposes as the
     undersigned  might or could do if personally  present at the doing thereof,
     hereby  ratifying  and  confirming  all that  said  attorneys  may or shall
     lawfully do, or cause to be done, by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has hereunto set his hand the 15th
     day of November 2002.

Edward E, Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, Director
and Chief Executive Officer