SBC COMMUNICATIONS INC
10-Q, 1995-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                               FORM 10-Q
                                   
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                                   
                                   
   (Mark One)

     X       Quarterly Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                For the period ended September 30, 1995
                                   
                                  or
                                   
     _       Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                For the transition period from       to
                                   
                     Commission File Number 1-8610
                                   
                        SBC COMMUNICATIONS INC.
                                   
         Incorporated under the laws of the State of Delaware
           I.R.S. Employer Identification Number 43-1301883
                                   
               175 E. Houston, San Antonio, Texas  78205
                   Telephone Number:  (210) 821-4105
                                   
                                   
Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.  Yes  X   No

At October 31, 1995, 609,860,483 common shares were outstanding.



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
Dollars in millions except per share amounts
(Unaudited)
                                     Three months ended     Nine months ended
                                        September 30,        September 30,
                                        1995     1994        1995     1994
Operating Revenues
Local service                       $ 1,667.5  $ 1,473.9   $ 4,832.4 $ 4,273.2
Network access                          780.8      707.7     2,290.7   2,094.9
Long-distance service                   210.3      242.4       629.3     695.7
Directory advertising                   313.4      307.5       547.0     550.3
Other                                   270.0      268.6       809.0     796.8
Total operating revenues              3,242.0    3,000.1     9,108.4   8,410.9

Operating Expenses
Cost of services and products           963.7      959.0     2,713.0   2,665.5
Selling, general and administrative     846.4      764.4     2,410.4   2,220.0
Depreciation and amortization           541.1      506.3     1,612.6   1,502.8
Total operating expenses              2,351.2    2,229.7     6,736.0   6,388.3
Operating Income                        890.8      770.4     2,372.4   2,022.6

Other Income (Expense)
Interest expense                       (130.5)    (116.9)     (390.5)   (349.6)
Equity in net income of affiliates       51.7       73.1        99.3     210.5
Other expense - net                     (12.0)      (6.3)      (28.8)    (38.0)
Total other income (expense)            (90.8)     (50.1)     (320.0)   (177.1)

Income Before Income Taxes and 
 Extraordinary Loss                     800.0      720.3     2,052.4   1,845.5

Income Taxes
Federal                                 236.6      211.1       607.4     545.9
State and local                          29.1       28.4        73.5      75.6
Total income taxes                      265.7      239.5       680.9     621.5

Income Before Extraordinary Loss        534.3      480.8     1,371.5   1,224.0
Extraordinary Loss from
 Discontinuance of Regulatory
 Accounting, net of tax              (2,819.3)       -      (2,819.3)      -
Net Income (Loss)                  $ (2,285.0)   $ 480.8  $ (1,447.8) $ 1,224.0

Earnings Per Common Share:
Income Before Extraordinary Loss   $     0.88    $  0.80  $     2.25  $    2.03
Extraordinary Loss from 
 Discontinuance of Regulatory
 Accounting, net of tax                 (4.63)       -         (4.63)      -
Net Income (Loss)                  $    (3.75)   $  0.80  $    (2.38)  $   2.03

Weighted Average Number of Common
  Shares Outstanding (in millions)      609.9      601.7       608.5     601.6

Dividends Declared Per Common Share   $ 0.4125   $ 0.3950    $ 1.2375  $ 1.1850

See Notes to Consolidated Financial Statements.



SBC COMMUNICATIONS INC.
CONSOLIDATED BALANCE SHEETS
Dollars in millions except per share amounts
                                                    September 30,  December 31,
                                                         1995          1994
Assets                                               (Unaudited)
Current Assets
Cash and cash equivalents                              $   454.6    $   364.6
Accounts receivable - net of allowances
 for uncollectibles of $126.6 and $130.4                 2,214.1      2,204.6
Material and supplies                                      129.9        141.8
Prepaid expenses                                           172.5        162.0
Deferred charges                                           242.8        240.1
Deferred income taxes                                      109.7        180.7
Other                                                      466.5        199.5
Total current assets                                     3,790.1      3,493.3
Property, Plant and Equipment - at cost                 30,274.4     29,256.4
  Less: Accumulated depreciation and amortization       17,486.5     11,939.8
Property, Plant and Equipment - Net                     12,787.9     17,316.6
Intangible Assets - Net of Accumulated 
 Amortization of $518.7 and $427.6                       2,668.3      2,648.9
Investments in Equity Affiliates                         2,091.5      1,748.0
Other Assets                                               714.1        798.5
Total Assets                                          $ 22,051.9   $ 26,005.3

Liabilities and Shareowners' Equity
Current Liabilities
Debt maturing within one year                          $ 1,837.1    $ 1,668.6
Accounts payable and accrued liabilities                 3,194.6      3,281.4
Dividends payable                                          251.7        240.8
Total current liabilities                                5,283.4      5,190.8
Long-Term Debt                                           5,660.3      5,848.3

Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes                                      658.1      2,319.7
Postemployment benefit obligation                        2,636.2      2,707.2
Unamortized investment tax credits                         294.5        369.8
Other noncurrent liabilities                             1,378.1      1,213.9
Total deferred credits and other 
 noncurrent liabilities                                  4,966.9      6,610.6

Shareowners' Equity
Common shares issued ($1 par value)                        620.5        620.5
Capital in excess of par value                           6,292.2      6,286.1
Retained earnings                                          401.9      2,593.5
Guaranteed obligations of employee
 stock ownership plans                                    (284.9)      (314.7)
Foreign currency translation adjustment                   (456.5)      (366.5)
Treasury shares (at cost)                                 (431.9)      (463.3)
Total shareowners' equity                                6,141.3      8,355.6
Total Liabilities and Shareowners' Equity             $ 22,051.9   $ 26,005.3

See Notes to Consolidated Financial Statements.



SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions, increase (decrease) in cash and cash equivalents
(Unaudited)          
                                                           Nine months ended
                                                             September 30,
                                                           1995         1994
Operating Activities
Net income (loss)                                     $(1,447.8)   $ 1,224.0
Adjustments to reconcile net income (loss) to 
 net cash provided by operating activities:
   Depreciation and amortization                        1,612.6      1,502.8
   Undistributed earnings from investments  
    in equity affiliates                                  (58.9)      (159.8)
   Provision for uncollectible accounts                   118.8        110.2
   Amortization of investment tax credits                 (34.4)       (45.7)
   Pensions and other postemployment benefits               0.1         26.4
   Deferred income tax expense                            206.6        108.0
   Extraordinary loss, net of tax                       2,819.3          -
   Other - net                                           (286.8)      (169.6)
Total adjustments                                       4,377.3      1,372.3
Net Cash Provided by Operating Activities               2,929.5      2,596.3

Investing Activities
Construction and capital expenditures                  (1,619.5)    (1,674.0)
Investments in affiliates                                 (16.0)         -
Purchase of short-term investments                       (596.7)      (305.3)
Proceeds from short-term investments                      315.9        249.3
Acquisitions                                             (515.6)      (773.6)
Net Cash Used in Investing Activities                  (2,431.9)    (2,503.6)

Financing Activities
Net change in short-term borrowings with original
 maturities of three months or less                        94.0        697.4
Issuance of other short-term borrowings                    91.1         35.5
Repayment of other short-term borrowings                  (60.0)       (12.5)
Issuance of long-term debt                                438.9        193.8
Repayment of long-term debt                              (241.5)      (411.4)
Issuance of common shares                                   -           32.3
Purchase of treasury shares                              (129.0)      (204.8)
Issuance of treasury shares                                62.3         15.4
Dividends paid                                           (663.4)      (625.8)
Net Cash Used in Financing Activities                    (407.6)      (280.1)
Net increase (decrease) in cash and cash equivalents       90.0       (187.4)
Cash and cash equivalents beginning of year               364.6        618.4
Cash and Cash Equivalents End of Period                $  454.6     $  431.0

Cash paid during the nine months ended September 30 for:
     Interest                                          $  383.1     $  348.9
     Income taxes                                      $  639.2     $  650.6

See Notes to Consolidated Financial Statements.



<TABLE>

SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
Dollars in millions
(Unaudited)
<CAPTION>
                                                          Guaranteed
                                                          Obligations   Foreign
                                      Capital in          of Employee   Currency
                              Common  Excess of  Retained Stock Owner- Translation  Treasury
                              Shares  Par Value  Earnings  ship Plans   Adjustment    Shares
<S>                         <C>      <C>        <C>       <C>            <C>        <C> 
Balance, December 31, 1993  $ 602.7  $ 5,577.0  $ 1,891.4 $ (352.9)      $  (40.2)  $ (109.6)
Net income                      -          -      1,224.0      -              -          -
Dividends to shareowners        -          -       (712.9)     -              -          -
Reduction of debt associated
 with Employee Stock Ownership
 Plans                          -          -          -       34.9            -          -
Foreign currency translation
 adjustment                     -          -          -        -           (102.0)       -
Issuance of common shares:
   Dividend Reinvestment Plan   2.6      103.3        -        -              -          -
   Other issuances              0.8       29.8        -        -              -          -
Purchase of treasury shares     -          -          -        -              -       (205.0)
Issuance of treasury shares     -          4.1        -        -              -         93.8
Other                           -          -          5.0      -              -          -
Balance, September 30, 1994 $ 606.1  $ 5,714.2  $ 2,407.5 $ (318.0)      $ (142.2)  $ (220.8)


Balance, December 31, 1994  $ 620.5  $ 6,286.1  $ 2,593.5 $ (314.7)      $ (366.5)  $ (463.3)
Net income (loss)               -          -     (1,447.8)     -              -          -
Dividends to shareowners        -          -       (753.3)     -              -          -
Reduction of debt associated
 with Employee Stock Ownership
 Plans                          -          -          -       29.8            -          -
Foreign currency translation
 adjustment                     -          -          -        -            (90.0)       -
Purchase of treasury shares     -          -          -        -              -       (129.0)
Issuance of treasury shares:
   Dividend Reinvestment Plan   -         10.1        -        -              -         86.5
   Other issuances              -         (4.0)       -        -              -         73.9
Other                           -          -          9.5      -              -          -
Balance, September 30, 1995 $ 620.5  $ 6,292.2  $   401.9 $ (284.9)      $ (456.5)  $ (431.9)
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
                                       *  *  *

SELECTED FINANCIAL AND OPERATING DATA

At September 30, or for the nine months then ended:              1995     1994

  Return on weighted average shareowners' equity * . . . . .    22.00%   20.59%
  Debt ratio . . . . . . . . . . . . . . . . . . . . . . . .    54.97%   47.58%
  Network access lines in service (000) #  . . . . . . . . .    14,074   13,507
  Access minutes of use (000,000). . . . . . . . . . . . . .    39,854   35,859
  Long-distance messages billed (000). . . . . . . . . . . .   751,405  773,075
  Cellular customers (000) #.  . . . . . . . . . . . . . . .     3,387    2,603
  Number of employees  . . . . . . . . . . . . . . . . . . .    58,720   59,350

* 1995 calculated using Income Before Extraordinary Loss.
# 1994 amounts have been revised to reflect the most current information 
  available.
                               

SBC COMMUNICATIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Dollars in millions except per share amounts

1.   PREPARATION OF INTERIM FINANCIAL STATEMENTS - The
  consolidated financial statements have been prepared by SBC
  Communications Inc. (SBC) pursuant to the rules and regulations
  of the Securities and Exchange Commission (SEC) and, in the
  opinion of management, include all adjustments (consisting only
  of normal recurring accruals and discontinuance of regulatory
  accounting discussed in Note 3) necessary to present fairly the
  results for the interim periods shown.  Certain information and
  footnote disclosures, normally included in financial statements
  prepared in accordance with generally accepted accounting
  principles, have been condensed or omitted pursuant to such SEC
  rules and regulations.  Management believes that the disclosures
  made are adequate to make the information presented not
  misleading.  Certain reclassifications have been made to the 1994
  consolidated financial statements to conform with the 1995
  presentation.  The results for the interim periods are not
  necessarily indicative of results for the full year.  The
  consolidated financial statements contained herein should be read
  in conjunction with the consolidated financial statements and
  notes thereto included in SBC's 1994 Annual Report to
  Shareowners.

2.   CONSOLIDATION - The consolidated financial statements
  include the accounts of SBC and its majority-owned subsidiaries.
  Southwestern Bell Telephone Company (Telephone Company) is SBC's
  largest subsidiary.  All significant intercompany transactions
  are eliminated in the consolidation process.  Investments in
  companies in which SBC owns 20% to 50% of the voting common stock
  or otherwise exercises significant influence over operating and
  financial policies of the company are accounted for under the
  equity method.  Earnings from foreign investments accounted for
  under the equity method are included for periods ended within
  three months of the date of SBC's Consolidated Statements of
  Income.

3.   EXTRAORDINARY LOSS - In September 1995, SBC announced that
  the Telephone Company discontinued its application of Statement
  of Financial Accounting Standards No. 71, "Accounting for the
  Effects of Certain Types of Regulation" (FAS 71).  The rapid pace
  of change within the telecommunications industry and the
  evolution of the regulatory framework in which the Telephone
  Company operates have resulted in price-based regulation for most
  of the Telephone Company's revenues and accelerated competition
  in the Telephone Company's markets.  Under these conditions, the
  Telephone Company can no longer be assured that rates charged to
  and collected from customers will be adequate to recover the
  costs of providing service, which includes the carrying value of
  telephone plant depreciated over relatively long regulator-
  prescribed lives.  As a result, management determined that the
  Telephone Company no longer met the criteria for application of
  FAS 71.

  Therefore, in September 1995, the Telephone Company recorded a
  non-cash, extraordinary charge to net income of $2,819.3
  (after a deferred tax benefit of $1,764.0).  This is comprised
  of an after-tax charge of $2,897.3 to reduce the net carrying
  value of telephone plant, partially offset by an after-tax
  benefit of $78.0 for the elimination of net regulatory
  liabilities.  The components of the charge are as follows:
  
  
                                            Pretax      After-
                                                          tax
                                          --------    --------
   Increase telephone plant accumulated   $ 4,657.0   $ 2,897.3
   depreciation                                         

   Adjust unamortized investment tax         (40.9)      (25.4)
   credits

   Eliminate tax-related regulatory          (87.5)      (87.5)
   assets and liabilities

   Eliminate other regulatory assets          54.7        34.9

          Total                           $ 4,583.3   $ 2,819.3
                                                        
  
  
  The increase in accumulated depreciation of $4,657.0 reflects
  the effects of adopting depreciable lives for many of the
  Telephone Company's plant categories which more closely
  reflect the economic and technological lives of the plant.
  The adjustment was supported by a discounted cash flow
  analysis which estimated amounts of telephone plant that may
  not be recoverable from future discounted cash flows.  This
  analysis included consideration of the effects of anticipated
  competition and technological changes on plant lives and
  revenues.  Following is a comparison of new lives to those
  prescribed by regulators for selected plant categories:
  
                                          Average Lives (in
                                               Years)
                                        --------------------
                                        Regulator-  Estimated
  Telephone Plant Category              Prescribed  Economic
- --------------------------              ---------    -------
  Digital switch                            17         11
  Digital circuit                           12          7
  Copper cable                              24         18
  Fiber cable                               27         20
  Conduit                                   57         50
 
 
The increase in accumulated depreciation also includes an
 adjustment of approximately $450 million to fully depreciate
 analog switching equipment scheduled for replacement.
 Remaining analog switching equipment will be depreciated using
 an average remaining life of four years.
 
 Investment tax credits (ITC) have historically been deferred
 and amortized over the estimated lives of the related plant.
 The adjustment to ITC reflects the shortening of those plant
 lives discussed above.  Regulatory assets and liabilities are
 related primarily to accounting policies used by regulators in
 the ratemaking process which are different than those used by
 non-regulated companies, predominantly in the accounting for
 income taxes and deferred compensated absences.  These items
 are required to be eliminated with the discontinuance of
 accounting under FAS 71.


SBC COMMUNICATIONS INC.

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

Dollars in millions except per share amounts

RESULTS OF OPERATIONS

SBC Communications Inc. (SBC) reported income before
extraordinary loss of $534.3, or $.88 per share, for the third
quarter of 1995 and $1,371.5, or $2.25 per share, for the first
nine months of 1995.  SBC recognized an extraordinary loss of
$2.8 billion from the discontinuance of regulatory accounting at
Southwestern Bell Telephone Company (Telephone Company).  Net
losses for the third quarter and first nine months of 1995 were
$2.3 billion and $1.4 billion, respectively.  Financial results
for the third quarters and first nine months of 1995 and 1994 are
summarized as follows:

             -------- Third Quarter-------     --------- Nine-Month Period----

                                                                  
                                     Percent                           Percent
               1995        1994       Change    1995       1994         Change
             ---------    -------     -----   --------    --------       ----
Operating     $ 3,242.0   $ 3,000.1    8.1%   $ 9,108.4   $ 8,410.9      8.3%
revenues                

Operating     $ 2,351.2   $ 2,229.7    5.4%   $ 6,736.0    $ 6,388.3     5.4%
expenses 

Income                                                               
before        $ 534.3     $ 480.8     11.1%   $ 1,371.5    $ 1,224.0     12.1%
extraordinary                    
loss

Extraordinary $ (2,819.3)    -          -     $ (2,819.3)       -          -
loss                        

Net income   $ (2,285.0)  $ 480.8       -     $ (1,447.8)   $ 1,224.0      -
(loss)                                     

The primary factors contributing to the increase in income before
extraordinary loss during the third quarter and first nine months
of 1995 were growth in demand for services and products at the
Telephone Company and Southwestern Bell Mobile Systems (Mobile
Systems).  Results for the first nine months of 1995 also reflect
the effects of the decline in value of the Mexican peso on SBC's
earnings from its equity affiliate, Telefonos de Mexico, S.A. de
C.V. (Telmex).

SBC's operating revenues in the third quarter and first nine
months of 1995 increased $241.9, or 8.1%, and $697.5, or 8.3%,
over the third quarter and first nine months of 1994,
respectively.  Components of operating revenues for the third
quarters and first nine months of 1995 and 1994 are as follows:

             -------- Third Quarter---------    ---------  Nine-Month Period---

                                       Percent                          Percent
                   1995       1994     Change        1995        1994    Change
              ---------   --------     ------    ---------     -------   ------
Local service                                                                 
   Landline   $ 1,085.1   $ 1,020.0     6.4%    $ 3,192.8    $ 3,012.3    6.0%
                                                 
   Wireless       582.4       453.9     28.3      1,639.6      1,260.9   30.0
                                          
Network                                                                       
access
   Interstate    517.7       475.4       8.9      1,525.9      1,391.2    9.7
                                                            
   Intrastate    263.1       232.3      13.3        764.8        703.7    8.7

Long-distance    210.3       242.4     (13.2)       629.3        695.7    (9.5)
service                                

Directory        313.4       307.5       1.9        547.0        550.3    (0.6)
advertising

Other            270.0       268.6      0.5         809.0        796.8    1.5

   Total     $ 3,242.0   $ 3,000.1      8.1%    $ 9,108.4    $ 8,410.9    8.3%
                                                            
     
     Landline local service revenues increased in the third
     quarter and first nine months of 1995 due primarily to
     increases in demand, including 4.2% growth in the number of
     access lines since September 30, 1994 and increased demand
     for enhanced services, including Caller ID.
     
     Wireless local service revenues increased in the third
     quarter and first nine months of 1995 due primarily to a
     30.1% increase in cellular customers since September 30,
     1994 (24.2% increase excluding acquisitions), offset
     partially by a slight decline in average revenue per
     customer.
     
     Interstate network access revenues increased in the third
     quarter and first nine months of 1995 due primarily to an
     increase in demand for access services and growth in end
     user charges attributable to an increasing access line base,
     partially offset by reduced rates under the Federal
     Communications Commission's (FCC) revised price cap plan
     which became effective August 1, 1995.  Results for the
     first nine months of 1994 also reflect a retroactive billing
     adjustment that decreased interstate revenues while
     increasing intrastate revenues.
     
     Intrastate network access revenues increased in the third
     quarter and first nine months of 1995 due primarily to
     increases in demand, including usage by alternative
     intraLATA toll carriers.  Revenues for the first nine months
     of 1994 also include the billing adjustment noted above.
     
     Long-distance service revenues decreased in the third quarter
     and first nine months of 1995 due to competition-related
     decreases in residential message volumes.  Competition from
     interexchange carriers has continued to increase through
     advertising and usage of "10xxx" and "1-800" access numbers.
     The decrease in long-distance service revenues is partially
     offset by higher access revenues, as noted above.
     
     Other operating revenues were flat in the third quarter of
     1995 as the increased demand for the Telephone Company's non-
     regulated services and products, including Caller ID
     equipment, was offset by the decrease in equipment sales
     revenues at Mobile Systems.  For the first nine months of
     1995, the demand increases exceeded the decline in equipment
     sales.
     
SBC's operating expenses in the third quarter and first nine
months of 1995 increased $121.5, or 5.4%, and $347.7, or 5.4%,
over the third quarter and first nine months of 1994,
respectively.  Components of operating expenses for the third
quarters and first nine months of 1995 and 1994 are as follows:

            -------- Third Quarter------       -------- Nine-Month Period----

                                                           
              1995        1994      Percent     1995       1994       Percent
                                    Change                            Change
             ------     ------      -----      --------    -------    ------
Cost of                                                                   
services     $ 963.7    $ 959.0      0.5%      $ 2,713.0  $ 2,665.5     1.8%
and products                     

Selling,                                                                   
general and    846.4      764.4      10.7         2,410.4    2,220.0     8.6
administrative

Depreciation                                                               
and            541.1      506.3      6.9          1,612.6    1,502.8     7.3
amortization                                   

Total       $ 2,351.2  $ 2,229.7     5.4%       $ 6,736.0  $ 6,388.3     5.4%
                                              
     
     
     Cost of services and products increased for the third
     quarter and first nine months of 1995 due to demand related
     increases for enhanced services at the Telephone Company and
     annual compensation increases.  These increases were
     partially offset by the absence of expenses associated with
     United Kingdom cable television operations, which were
     changed to the equity method of accounting in the fourth
     quarter of 1994, decreased equipment costs at Mobile Systems
     and a decrease in switching system software license fees at
     the Telephone Company.
     
     Selling, general and administrative expenses increased in
     the third quarter and first nine months of 1995 due to
     growth in cellular operations, higher benefit expenses,
     increased advertising and increased contracted services.
     
     Depreciation and amortization increased in the third quarter
     and first nine months of 1995 due primarily to a growth in
     plant level and changes in plant composition, primarily at
     Mobile Systems and the Telephone Company, and, to a lesser
     extent, the effect of depreciation represcription.
     
Interest expense increased $13.6, or 11.6%, and $40.9, or 11.7%,
in the third quarter and first nine months of 1995, respectively,
due primarily to an increase in the average amount of debt
outstanding resulting from debt issued to finance growth and
acquisitions at Mobile Systems.  Interest expense for the first
nine months of 1995 also reflects debt issued for acquisitions in
France and Chile.

Equity in net income of affiliates decreased $21.4, or 29.3%, and
$111.2, or 52.8%, in the third quarter and first nine months of
1995, respectively.  The third quarter decrease is primarily due
to the inclusion in 1995 of losses on United Kingdom cable
television operations, which were changed to the equity method of
accounting in the fourth quarter of 1994 due to decreased
ownership percentage, and the investment in France made in late
1994.  These investments also affected the nine-month results.
United Kingdom cable television operations are further discussed
in "Other Business Matters".

SBC's third quarter earnings from its investment in Telmex were
flat compared to the third quarter of 1994.  The effects of the
decline in the value of the Mexican peso since the third quarter
of 1994 were largely offset by operational growth at Telmex,
indicated by increases in access lines, cellular customers and
long-distance usage.

Results for the first nine months of 1995 also reflect the
effects of the first quarter 1995 decline in the value of the
peso on SBC's earnings from its investment in Telmex.
Substantially all of the decline occurred in the first quarter,
when earnings decreased equally from exchange losses on Telmex's
non-peso denominated debt and reductions in the translated amount
of U.S. dollar earnings from Telmex's operations.  Since that
time, there have been no exchange losses on non-peso denominated
debt due to the relative stabilization of the peso through the
end of the third quarter, and operational growth has offset
translation losses.  SBC's future earnings from Telmex are
sensitive to changes in the value of the peso.

SBC's investment in Telmex is recorded under U.S. generally
accepted accounting principles, which exclude inflation
adjustments and include adjustments for the purchase method of
accounting.

Extraordinary Loss - As described in Note 3 to the consolidated
financial statements, SBC recorded an extraordinary loss of $2.8
billion from discontinuance of regulatory accounting and
reduction in plant asset lives by the Telephone Company in the
third quarter.  Management does not expect a significant increase
in depreciation expense in the near future to result from the
discontinuance of regulatory accounting.

OPERATING ENVIRONMENT AND TRENDS OF THE BUSINESS

REGULATORY DEVELOPMENTS

Oklahoma

On October 30, 1995, the Oklahoma Corporation Commission (OCC)
approved a settlement that resolves pending court appeals of a
1992 rate order.  The settlement ends a dispute which began in
1989, when the OCC ordered an investigation into the
reasonableness of the Telephone Company's intrastate rates. An
order was issued in August 1992, requiring the Telephone Company
to refund $148.4, representing revenues in excess of an 11.41%
return on equity for the period April 1991 through the date of
the final order.  The order also called for prospective annual
rate reductions of $100.6 effective September 1992, required an
investment of $84 in network modernization over five years, and
lowered the allowed return on equity from 14.25% to 12.20%.

Under the terms of the settlement agreement, the Telephone
Company will pay a cash settlement of $170 to business and
residential customers, and offer discounts with a retail value of
$268 for certain Telephone Company services.  Previously ordered
rate reductions of $100.6 have been lowered to $84.4, of which
$57.1 have already been implemented.  The settlement allows the
remaining $27.3 in rate reductions to be deferred with
approximately $8.9 becoming effective in 1996, and the remainder
during 1997.  The Telephone Company will continue a previously
announced $84 network modernization plan for rural Oklahoma.  The
settlement agreement also provides that no overearnings complaint
can be filed against the Telephone Company until January 1, 1998.
In addition, the OCC will begin exploring alternative forms of
regulation within ten days of the settlement.  The order
approving the settlement becomes effective on November 30, 1995.

Management anticipates that this settlement will not have a
significant impact on earnings.  The Telephone Company began
accruing for the order in 1992 and the settlement and associated
costs had been fully accrued as of the end of the third quarter
of 1995.

Missouri

On September 7, 1995, in response to a legal challenge brought by
interexchange carriers and the Missouri Cable TV Association, the
Cole County Circuit Court (Circuit Court) reversed the August
1994 settlement agreement reached among the Telephone Company,
the Missouri Public Service Commission (MPSC) and the Office of
Public Counsel (OPC).

The settlement agreement had ended a legal dispute with the MPSC
over a December 1993 order.  Under the agreement, which had
extended through December 31, 1998, the Telephone Company
implemented annual rate reductions of $69.6, issued one-time
credits to customers totaling $64, and committed to an
average annual capital investment of $275 during the term of the
agreement.  Also, it was agreed that the Telephone Company would
not file a general rate case, not increase basic local exchange
service rates and there would be no sharing of earnings.  The
MPSC and OPC agreed not to initiate any complaints regarding the
Telephone Company's earnings prior to January 1, 1999.

The Circuit Court's decision applies primarily to the rate review
moratorium and capital investment agreements.  The decision has
no immediate impact on the Telephone Company's current rates
because they were approved by the MPSC in separate proceedings
and were not appealed.

The MPSC and the Telephone Company appealed the Circuit Court's
decision on October 12 and 13, 1995, respectively.

OTHER BUSINESS MATTERS

United Kingdom Cable Television Operations

In October 1995, SBC combined its United Kingdom cable television
operations with those of Tele-West Communications, P.L.C., a
publicly held joint venture between Telecommunications, Inc. and
U S West.  The resulting entity, Tele-West P.L.C., is the largest
cable television operator in the United Kingdom.  SBC owns
approximately 15% of the new entity and will account for its
investment using the cost method of accounting.  During the
fourth quarter of 1995, SBC will record an after-tax gain on the
transaction of approximately $110.

LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of 1995, as in 1994, SBC's primary
source of funds continued to be cash provided by operating
activities.  Other sources of cash used for acquisitions and
affiliate investments in early 1995 included proceeds from the
issuance of short-term debt and sales of short-term investments.
SBC had $454.6 of cash and cash equivalents available at
September 30, 1995.  SBC has entered into agreements with several
banks for lines of credit totaling $1,170.0 all of which may be
used to support commercial paper borrowings.  These lines had not
been utilized as of September 30, 1995.  Commercial paper
borrowings as of September 30, 1995 totaled $1,473.7.



SBC COMMUNICATIONS INC.

PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 12     Computation of Ratios of Earnings to Fixed
                    Charges.

     Exhibit 27     Financial Data Schedule.

(b)  Reports on Form 8-K

     On September 29, 1995, SBC Communications Inc. (SBC) filed a
     Current Report on Form 8-K, reporting on Item 5, Other
     Events.  SBC announced its Southwestern Bell Telephone
     Company subsidiary was discontinuing the use of Statement of
     Financial Accounting Standards No. 71.



                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                   SBC Communications Inc.




November 7, 1995                   /s/ Donald E. Kiernan
                                   Donald E. Kiernan
                                   Senior Vice President,Treasurer
                                   and Chief Financial Officer




                                                               Exhibit 12




<TABLE>                                                                     
SBC COMMUNICATIONS INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Dollars in Millions
<CAPTION>


                                    NINE MONTHS ENDED
                                    SEPTEMBER 30,                  YEAR ENDED DECEMBER 31,

                                    1995       1994      1994     1993     1992     1991       1990
<S>                                 <C>        <C>       <C>      <C>      <C>      <C>        <C> 
Income Before Income Taxes, 
  Extraordinary  Loss and Cumulative
  Effect of Changes in
 Accounting Principles*             $ 1,993.5  $1,685.7  $2,300.0  $1,882.9  $1,701.2  $1,557.0  $1,541.4
  Add:  Interest Expense                390.5     349.6     480.2     496.2     530.0     577.7     529.7
      1/3 Rental Expense                 22.6      30.4      41.8      41.0      45.1      37.5      43.4


  Adjusted Earnings                 $ 2,406.6  $2,065.7  $2,822.0  $2,420.1  $2,276.3  $2,172.2  $2,114.5


Total Interest Charges              $   390.5  $  349.6  $  480.2  $  496.2  $  530.0  $  577.7  $  529.7
1/3 Rental Expense                       22.6      30.4      41.8      41.0      45.1      37.5      43.4


  Adjusted Fixed Charges            $   413.1  $  380.0  $  522.0  $  537.2  $  575.1  $  615.2  $  573.1


Ratio of Earnings to Fixed Charges       5.83      5.44      5.41     4.51     3.96     3.53     3.69

<FN>
*Undistributed earnings on investments accounted for under the equity method have been excluded.
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
SBC COMMUNICATIONS INC. SEPTEMBER 30, 1995 CONSOLIDATED FINANCIAL STATEMENTS 
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         454,600
<SECURITIES>                                         0<F1>
<RECEIVABLES>                                2,340,700
<ALLOWANCES>                                   126,600
<INVENTORY>                                          0<F1>
<CURRENT-ASSETS>                             3,790,100
<PP&E>                                      30,274,400
<DEPRECIATION>                              17,486,500
<TOTAL-ASSETS>                              22,051,900
<CURRENT-LIABILITIES>                        5,283,400
<BONDS>                                      5,660,300
<COMMON>                                       620,500
                                0
                                          0
<OTHER-SE>                                   5,520,800
<TOTAL-LIABILITY-AND-EQUITY>                22,051,900
<SALES>                                              0<F2>
<TOTAL-REVENUES>                             9,108,400
<CGS>                                                0<F3>
<TOTAL-COSTS>                                2,713,000
<OTHER-EXPENSES>                             1,612,600
<LOSS-PROVISION>                               118,800
<INTEREST-EXPENSE>                             390,500
<INCOME-PRETAX>                              2,052,400
<INCOME-TAX>                                   680,900
<INCOME-CONTINUING>                          1,371,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                            (2,819,300)
<CHANGES>                                            0
<NET-INCOME>                               (1,447,800)
<EPS-PRIMARY>                                   (2.38)
<EPS-DILUTED>                                        0
<FN>
<F1>THIS AMOUNT IS IMMATERIAL.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES AND THEREFORE HAS NOT BEEN STATED SEPARATELY IN THE FINANCIAL
STATEMENTS PURSUANT TO REGULATION S-X, RULE 5-03(B).  THIS AMOUNT IS
INCLUDED IN THE "TOTAL REVENUES" TAG.
<F3>COST OF TANGIBLE GOODS SOLD IS INCLUDED IN COST OF SERVICES AND PRODUCTS
IN THE FINANCIAL STATEMENTS AND THE "TOTAL-COST" TAG, PURSUANT TO
REGULATION S-X, RULE 5-03(B).
</FN>
        


</TABLE>


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