FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SBC Communications Inc.
(Exact name of registrant as specified in its charter)
Delaware I.R.S.
(State of incorporation or Employer
organization) Identification Number
43-1301883
175 East Houston
San Antonio, Texas 78205-2233
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Name of Each Exchange on Which
Registered Each Class is to be Registered
7 3/4% Exchangeable Notes Due New York Stock Exchange
March 15, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
______________________
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. ___
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. ___
Item 1. Description of Registrant's Securities to be Registered.
For a full description of the 7 3/4% Exchangeable Notes Due
March 15, 2001 (the "DECS") being registered hereby, reference is
hereby made to the information under the caption "Description of
Debt Securities" in the Prospectus which constitutes a part of a
Registration Statement on Form S-3 filed by the Registrant with
the Securities and Exchange Commission (Registration No. 33-
56909), and the information under the caption "Description of the
DECS" in the Prospectus Supplement dated March 13, 1997 relating
to the DECS filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933 (File
No. 33-56909), which information is incorporated herein by
reference.
Item 2. Exhibits
Exhibits identified below, on file with the
Securities and Exchange Commission, are incorporated by reference
as exhibits hereto.
Exhibit Number
4-a Form of indenture between Southwestern Bell Corporation, as Issuer
and Registrant, and The Bank of New York, as Trustee, dated
as of November 1, 1994. (Exhibit 4-a to Registration
Statement No. 33-56909).
99 Registration Statement of the registrant on Form S-3,
as amended (Registration Statement No. 33-56909)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SBC COMMUNICATIONS INC.
Dated: March 21, 1997 By: _/s/ Alfred Richter, Jr._
Alfred Richter, Jr.
Senior Vice President
