SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILKINS RAYFORD JR

(Last)

(First)

(Middle)

175 EAST HOUSTON STREET

(Street)

SAN ANTONIO

78205-2233

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SBC COMMUNICATIONS INC [ SBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Grp. Pres.-SBC Mktg. and Sales

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2004		S		0.998	D	$23.92	89,534.953⁽¹⁾⁽²⁾	D
Common Stock								5,872.992	I	By 401(k)
Common Stock	05/28/2004		A⁽³⁾		703.713	A	$23.7	10,317.85	I	By benefit plans
Common Stock								606.417	I	By PAYSOP
Common Stock								4.186⁽⁴⁾	I	By Spouse
Common Stock								471.595	I	By Spouse IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy) - SSP	$23.74	06/01/2004		A⁽⁵⁾		4,261⁽⁶⁾		06/01/2005	05/30/2014	Common Stock	4,261	$0	4,261	D

Explanation of Responses:

1. Includes 346.590 shares acquired 5/3/04 at a price of $25.36 through reinvested dividends under dividend reinvestment plan.

2. Includes .998 shares acquired during the time period 11/3/03 through 5/3/04 at a price range of $25.455-$26.407 through reinveste d dividends under broker-administered dividend reinvestment plan.

3. Automatic purchase of shares by the reporting person with payroll deductions and, to a limited extent, company matching contributions, in the form of deferred stock units settled only in stock on a 1-for-1 basis as provided for in the plan.

4. Includes .049 shares acquired 5/3/04 at a price of $25.36 through reinvested dividends under dividend reinvestment plan.

5. Options were acquired pursuant to the SBC Stock Savings Plan, where two options are issued for each share purchased by a particip ant's contributions.

6. Represents number of options granted. Employee may purchase one share of SBC common stock per option.

Remarks:

	By: Joy Rick, Attorney-in-fact	06/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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