From: LIBERA, ANDREW E (SBC-MSI) [mailto:al7444@sbc.com]
Sent: Friday, August 23, 2002 5:36 PM
To: rule-comments@sec.gov
Subject: Proposed Rule: Acceleration of Periodic Report Filing Dates and
D isclosure Concerning Website Access to Reports--RELEASE NO. 33-8089;
34-4 5741; File No. S7-08-02--follow up comments


August 23, 2002

Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, D.C. 20549 

Attention: Jonathan G. Katz, Secretary 

File No. S7-08-02

Re: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to
Reports  Release Nos. 33-8089; 34-45741

Follow-up letter.

Mr. Katz:

SBC Communications Inc. (SBC) recently completed the filing of its second
quarter quarterly report on Form 10-Q.  This was the first report that we
filed after the passage of the Sarbanes-Oxley Act (Act).  As the Commission
finalizes deliberations on the proposal to accelerate filing dates, we would
like to take this opportunity to provide the Commission with our thoughts on
the impact the Act has on the filing process.

We are a large, international corporation with an equity market
capitalization in excess of  $100 billion and our securities are actively
traded on the New York and other domestic stock exchanges. Our public
financing activities primarily consist of offering investment-grade debt off
of shelf registration statements and investment-grade commercial paper.

We previously noted that the Commission has emphasized that Boards of
Directors of public companies, and especially Audit Committees of those
Boards, should become more involved with review and oversight of a company's
financial statements. We agree with and support the Commission's efforts.
However, during our second quarter process the heightened public scrutiny
surrounding SEC filings has caused an intensification of these reviews.
While these reviews are standard procedure for SBC, the time to accomplish
each was considerably lengthened, as we and Board members prudently required
additional review time during the process.  Similarly, this led to
additional documentation of the completion of internal processes involved in
preparation of the Form 10-Q.  This documentation, which took more time than
in pre-Act filings, was felt to be prudent given the excitement surrounding
the passage of the Act.

Finally, a consequence of the requirement to have both signatures of both
the CEO and CFO pragmatically leads to the necessity that both be in the
same city at the time of filing.  Given normal business operations, this
will occasionally require the delay of a number of days until business needs
allow both to be present.  This last factor was the cause of our submission
of our second quarter filing on Monday, August 12, 2002 rather than Friday,
August 9, 2002.

Therefore, while we support the Commission's desire to place information in
investors' hands in a more timely manner, we do not want this desire to
conflict with the basic tenants of meeting all filing requirements and
providing meaningful disclosure in an understandable format.  Accordingly,
we reiterate our position that we do not support the proposed change in the
quarterly filing deadlines to 30 days.  To allow for the greater review time
that corporate Boards of Directors require in the aftermath of the Act, we
believe this would accelerate the process to the point where some level of
internal management review will be compromised, affecting the quality of
disclosure.  Many companies do not release earnings in that timeframe or
much in advance of it.  We do not believe that an acceleration of the
quarterly filing deadlines is necessary or prudent.
 
We would be pleased to discuss our comments with the Commission or its staff
at your convenience.

Very truly yours,


John J Stephens
Vice President and Controller