



                                
                                
                            FORM 10-Q
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
                                
   (Mark One)

            Quarterly Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
               For the period ended March 31, 1996
                                
                               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 April 30, 1996, 609,158,765 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
                                               March 31,
                                              1996       1995
Operating Revenues
Local service                            $ 1,732.6  $ 1,539.9
Network access                               804.0      743.3
Long-distance service                        224.4      210.2
Directory advertising                        104.2      115.0
Other                                        331.5      301.5
Total operating revenues                   3,196.7    2,909.9

Operating Expenses
Cost of services and products                933.1      867.5
Selling, general and administrative          917.7      802.3
Depreciation and amortization                545.9      532.2
Total operating expenses                   2,396.7    2,202.0
Operating Income                             800.0      707.9

Other Income (Expense)
Interest expense                            (120.1)    (133.8)
Equity in net income of affiliates            53.4        8.3
Other income (expense) - net                  (4.0)       1.8
Total other income (expense)                 (70.7)    (123.7)


Income Before Income Taxes                   729.3      584.2

Income Taxes
Federal                                      237.9      170.7
State and local                               27.4       18.3
Total income taxes                           265.3      189.0

Net Income                                $  464.0   $  395.2


Earnings Per Common Share                 $   0.76   $   0.65

Weighted Average Number of Common
  Shares Outstanding (in millions)           609.2      607.5

Dividends Declared Per Common Share       $   0.43   $ 0.4125

See Notes to Consolidated Financial Statements.


SBC COMMUNICATIONS INC.
CONSOLIDATED BALANCE SHEETS
Dollars in millions except per share amounts
                                           March 31,    December 31,
                                               1996           1995
                                         (Unaudited)
Current Assets
Cash and cash equivalents                 $      570.8   $      489.9
Accounts receivable - net of allowances 
for uncollectibles of $131.2 and $134.0        2,203.9        2,389.2
Material and supplies                             93.4          130.6
Prepaid expenses                                 286.7          156.8
Deferred charges                                 225.0          201.9
Other                                            396.1          311.0
Total current assets                           3,775.9        3,679.4
Property, Plant and Equipment - at cost       31,331.6       30,789.5
  Less: Accumulated depreciation
    and amortization                          18,179.2       17,801.2
Property, Plant and Equipment - Net           13,152.4       12,988.3
Intangible Assets - Net of 
 Accumulated Amortization of $529.6
  and $547.7                                   2,623.2        2,679.4
Investments in Equity Affiliates               1,607.4        1,586.3
Other Assets                                   1,013.1        1,069.1
Total Assets                                $ 22,172.0     $ 22,002.5

Liabilities and Shareowners' Equity
Current Liabilities
Debt maturing within one year               $  1,869.0     $  1,679.5
Accounts payable and accrued liabilities       2,920.2        3,125.3
Dividends payable                                261.9          251.4
Total current liabilities                      5,051.1        5,056.2
Long-Term Debt                                 5,587.6        5,672.3

Deferred Credits and Other Noncurrent 
 Liabilities
Deferred income taxes                            749.6          723.5
Postemployment benefit obligation              2,732.8        2,735.7
Unamortized investment tax credits               278.3          286.6
Other noncurrent liabilities                   1,332.7        1,272.4
Total deferred credits and other 
 noncurrent liabilies                          5,093.4        5,018.2

Shareowners' Equity
Common shares issued ($1 par value)              620.5          620.5
Capital in excess of par value                 6,305.0        6,297.6
Retained earnings                                878.9          672.4
Guaranteed obligations of employee 
 stock ownership                                (259.7)        (272.5)
Foreign currency translation adjustment         (591.0)        (580.9)
Treasury shares (at cost)                       (513.8)        (481.3)
Total shareowners' equity                      6,439.9        6,255.8
Total Liabilities and Shareowners' Equity   $ 22,172.0     $ 22,002.5

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)
                                                     Three months ended
                                                          March 31,
                                                     1996          1995
Operating Activities
Net income                                        $ 464.0       $ 395.2
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                    545.9         532.2
   Undistributed earnings from investments 
    in equity affiliates                            (45.5)         (4.4)
   Provision for uncollectible accounts              39.9          32.2
   Amortization of investment tax credits            (8.3)        (12.0)
   Pensions and other postemployment expenses        24.6        (100.6)
   Deferred income taxes                             66.4          41.3
   Other - net                                     (171.0)       (235.0)
Total adjustments                                   452.0         253.7
Net Cash Provided by Operating Activities           916.0         648.9

Investing Activities
Construction and capital expenditures              (634.7)       (460.3)
Investments in affiliates                            (4.0)        (72.3)
Purchase of short-term investments                 (252.7)        (98.0)
Proceeds from short-term investments                167.7         122.8
Dispositions                                         44.8           -
Acquisitions                                          -          (360.9)
Net Cash Used in Investing Activities              (678.9)       (868.7)

Financing Activities
Net change in short-term borrowings with original
 maturities of three months or less                 112.1         599.7
Issuance of other short-term borrowings              88.8           -
Issuance of long-term debt                            0.1          92.2
Repayment of long-term debt                         (71.5)        (15.7)
Purchase of treasury shares                         (75.0)       (105.8)
Issuance of treasury shares                          14.4          16.5
Dividends paid                                     (225.1)       (214.4)
Net Cash Provided by (Used in) Financing 
 Activities                                        (156.2)        372.5
Net increase in cash and cash equivalents            80.9         152.7
Cash and cash equivalents beginning of year         489.9         364.6
Cash and Cash Equivalents End of Period           $ 570.8       $ 517.3

Cash paid during the three months ended March 31 for:
     Interest                                     $ 133.7       $ 140.8
     Income taxes                                 $ 178.3       $ 320.9

See Notes to Consolidated Financial Statements.



<TABLE>

SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
Dollars in millions
(Unaudited)

<CAPTION>
                                                             Guaranteed
                                                             Obligation    Foreign
                                       Capital in            of Employe    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, 1994    $ 620.5  $ 6,286.1  $ 2,593.5    $ (314.7)    $ (366.5)  $ (463.3)
Net income                        -          -        395.2         -            -          -
Dividends to shareowners          -          -       (250.0)        -            -          -
Reduction of debt associated
 with Employee Stock 
 Ownership Plans                  -          -          -          12.2          -          -
Foreign currency translation
 adjustment                       -          -          -           -         (166.1)       -
Purchase of treasury shares       -          -          -           -            -       (105.8)
Issuance of treasury shares:
   Dividend Reinvestment Plan     -          2.5        -           -            -         29.3
   Other                          -         (1.3)       -           -            -         15.4
Other                             -          -          2.1         -            -          -
Balance, March 31, 1995       $ 620.5  $ 6,287.3  $ 2,740.8    $ (302.5)    $ (532.6)  $ (524.4)


Balance, December 31, 1995    $ 620.5  $ 6,297.6  $   672.4    $ (272.5)    $ (580.9)  $ (481.3)
Net income                        -          -        464.0         -            -          -
Dividends to shareowners          -          -       (261.9)        -            -          -
Reduction of debt associated
 with Employee Stock 
 Ownership Plans                  -          -          -          12.8          -          -
Foreign currency translation
 adjustment                       -          -          -           -          (10.1)       -
Purchase of treasury shares       -          -          -           -            -        (75.0)
Issuance of treasury shares:
   Dividend Reinvestment Plan     -          9.6        -           -            -         24.8
   Other                          -         (2.2)       -           -            -         17.7
Other                             -          -          4.4         -            -          -
Balance, March 31, 1996       $ 620.5  $ 6,305.0   $  878.9    $ (259.7)    $ (591.0)  $ (513.8)


See Notes to Consolidated Financial Statements.
</TABLE>


                                        * * * *

SELECTED FINANCIAL AND OPERATING DATA

At March 31, or for the three months then ended:               1996     1995

  Return on weighted average shareowners' equity * . . . .    28.80%   18.88%
  Debt ratio *. . . . . . . . . . . . . . . . . . . . . . .   53.66%   48.70%
  Network access lines in service (000)  . . . . . . . . .    14,466   13,794
  Access minutes of use (000,000) . . . . . . . . . . . . .   14,048   12,678
  Long-distance messages billed (000)   . . . . . . . . . .  243,034  243,792
  Cellular customers (000)  . . . . . . . . . . . . . . . .    3,807    3,092
  Number of employees  . . . . . . . . . . . . . . . . . .    59,540   58,380


* 1996 reflects the impact of the 1995 third quarter extraordinary loss from 
  discontinuance of regulatory accounting on shareowners' equity.



                                

SBC COMMUNICATIONS INC.

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

1.   BASIS OF PRESENTATION - 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) 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 1995 consolidated
  financial statements to conform with the 1996 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 1995 Annual Report to Shareowners.  Effective September
  1995, Southwestern Bell Telephone Company (Telephone Company),
  SBC's largest subsidiary, discontinued its application of
  Statement of Financial Accounting Standards No. 71, "Accounting
  for the Effects of Certain Types of Regulation."

2.   CONSOLIDATION - The consolidated financial statements
  include the accounts of SBC and its majority-owned subsidiaries.
  The 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.   SUBSEQUENT EVENT - On April 1, 1996, SBC and Pacific Telesis
  Group (PAC) jointly announced a definitive agreement to merge an
  SBC subsidiary with PAC, in a transaction in which each share of
  PAC common stock will be exchanged for 0.733 of a share of SBC
  common stock, subject to adjustment as described in the merger
  agreement.  After the merger, PAC will be a wholly-owned
  subsidiary of SBC.  The transaction, which has been approved by
  the board of directors of each company, is intended to be
  accounted for as a pooling of interests and to be a tax-free
  reorganization.  The merger agreement is subject to certain
  regulatory approvals as well as approval by the shareowners of
  each company at special meetings expected to be held within the
  next few months.


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 net income of $464.0, or
$.76 per share, for the first quarter of 1996.  Financial results
for the first quarters of 1996 and 1995 are summarized as
follows:

                                    First Quarter        Percent
                                                        Change

                                                        1996 vs.
                                   1996       1995        1995

Operating revenues              $ 3,196.7 $ 2,909.9      9.9%
Operating expenses              $ 2,396.7 $ 2,202.0      8.8%
Net income                      $   464.0 $   395.2     17.4%

The primary factors contributing to the increase in net income
during the first quarter of 1996 were growth in demand for
services and products at the Telephone Company and Southwestern
Bell Mobile Systems (Mobile Systems) and an increase in SBC's
earnings from its equity affiliate, Telefonos de Mexico, S.A. de
C.V. (Telmex).

SBC's operating revenues in the first quarter of 1996 increased
$286.8, or 9.9%, over the first quarter of 1995.  Components of
operating revenues for the first quarters of 1996 and 1995 are as
follows:

                                    First Quarter        Percent
                                                        Change

                                                        1996 vs.
                                    1996       1995      1995
Local service                                            
   Landline                    $ 1,120.8  $ 1,037.2       8.1%
   Wireless                        611.8      502.7      21.7%

Network access                                           
   Interstate                      533.6      497.4      7.3%
   Intrastate                      270.4      245.9      10.0%

Long-distance service              224.4      210.2      6.8%

Directory advertising              104.2      115.0      (9.4)%

Other                              331.5      301.5      10.0%

     Total                     $ 3,196.7  $ 2,909.9       9.9%

     Landline local service revenues increased in the first
     quarter of 1996 due primarily to increases in demand,
     including 4.9% growth in the number of access lines since
     March 31, 1995, and increased demand for enhanced services,
     including Caller ID.  Approximately 29% of access line
     growth was due to the sales of additional access lines to
     existing residential customers.  Results for the first
     quarter of 1995 were negatively impacted by accruals for
     revenue sharing under the previous regulatory plan that was
     in effect through August 1995 in Texas.
     
     Wireless local service revenues increased in the first
     quarter of 1996 due primarily to a 23.1% increase in
     cellular customers since March 31, 1995, partially offset by
     a slight decline in average revenue per customer.  Market
     penetration at the end of the first quarters of 1996 and
     1995 was 9.4 and 7.6 customers per 100 residents,
     respectively, in Mobile Systems' service areas.
     
     Interstate network access revenues increased in the first
     quarter of 1996 due primarily to an increase in demand for
     access services. Growth in revenues from end user charges
     attributable to an increasing access line base also
     contributed to the increase.
     
     Intrastate network access revenues increased in the first
     quarter of 1996 due primarily to increases in demand,
     including usage by alternative intraLATA toll carriers.
     
     Long-distance service revenues increased in the first quarter
     of 1996 due to the inclusion in 1995 of accruals for rate
     reductions relating to an appealed 1992 rate order in
     Oklahoma.  The settlement of the appeals in October 1995
     eliminated the need for these accruals.  Excluding the effect
     of these accruals, long-distance service revenues in the
     first quarter of 1996 decreased due to the continuing impact
     of competition.  However, long-distance service message
     volumes in the first quarter of 1996 were relatively
     unchanged from the first quarter of 1995, as competition-
     related decreases were mostly offset by the higher message
     volumes caused by optional calling plans.
     
     Directory advertising revenues decreased in the first quarter
     of 1996 as a result of the January 1996 sale of SBC's
     publishing contracts for GTE Corporation's service areas to
     GTE Directories.
     
     Other operating revenues increased in the first quarter of
     1996 due primarily to increased demand for the Telephone
     Company's non-regulated services and products, including
     Caller ID equipment.
     
SBC's operating expenses in the first quarter of 1996 increased
$194.7, or 8.8%, over the first quarter of 1995.  Components of
operating expenses for the first quarters of 1996 and 1995 are as
follows:

                                    First Quarter      Percent
                                                       Change

                                                       1996 vs.
                                     1996      1995      1995

Cost of services and products    $ 933.1    $ 867.5      7.6%

Selling, general and               917.7      802.3      14.4%
administrative

Depreciation and amortization      545.9      532.2      2.6%

  Total                        $ 2,396.7  $ 2,202.0      8.8%
                                             

     Cost of services and products increased for the first
     quarter of 1996 due to demand related increases at the
     Telephone Company, largely in the form of increases in
     materials, contract services and annual compensation
     increases.  Increases at Mobile Systems, largely related to
     growth, were offset by the absence of costs related to
     directory printing contracts sold in January 1996.
     
     
     Selling, general and administrative expenses increased in
     the first quarter of 1996 largely due to growth-related
     increases at Mobile Systems and higher operating taxes,
     including the new Texas Infrastructure Fund established as
     part of legislation that became effective in September 1995.
     
Interest expense decreased $13.7, or 10.2%, in the first quarter
of 1996, due primarily to lower debt levels.

Equity in net income of affiliates increased $45.1 in the first
quarter of 1996.  This increase was primarily due to higher
earnings from SBC's investment in Telmex, due to stabilization of
the peso and operational growth, indicated by increases in
cellular customers and long-distance usage.

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

Income taxes increased $76.3, or 40.4%, in the first quarter of
1996 due to higher earnings and the effect on taxes of the
discontinuance of regulatory accounting in the third quarter of
1995.

OPERATING ENVIRONMENT AND TRENDS OF THE BUSINESS

REGULATORY ENVIRONMENT

Telecommunications Reform Legislation  Both the Missouri and
Kansas legislatures recently passed bills designed to reform
state telecommunications regulation and facilitate implementation
of the federal Telecommunications Act of 1996 (the Act).  A
further description of the Act is contained  in SBC's 1995 annual
report to shareowners. Both bills would replace rate of return
regulation with forms of price cap regulation.  Basic local rates
will be capped at their current levels for four years in Missouri
and three years in Kansas.

The Missouri bill provides for pricing flexibility and is
designed to provide equal regulation for all competitors with the
potential for price deregulation after five years unless the
Missouri Public Service Commission finds that "effective
competition" does not exist.

The Kansas bill provides for reduced regulation, including the
possibility for price deregulation if the Kansas Corporation
Commission finds that an alternative provider of comparable
telecommunications services exists.  Other provisions of the bill
include a revenue neutral rate rebalancing between intrastate
access charges and local service rates.  This rebalancing is
designed to lower intrastate long-distance rates, making them
more comparable to interstate rates.

OTHER BUSINESS MATTERS

Merger Agreement  On April 1, 1996, SBC and Pacific Telesis Group
(PAC) jointly announced a definitive agreement to merge an SBC
subsidiary with PAC, in a transaction in which each share of PAC
common stock will be exchanged for 0.733 of a share of SBC common
stock, subject to adjustment as described in the merger
agreement.  After the merger, PAC will be a wholly-owned
subsidiary of SBC.  The transaction, which has been approved by
the board of directors of each company, is intended to be
accounted for as a pooling of interests and to be a tax-free
reorganization.  The merger agreement is subject to certain
regulatory approvals as well as approval by the shareowners of
each company at special meetings expected to be held within the
next few months.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 1996, as in 1995, SBC's primary
source of funds continued to be cash provided by operating
activities.  This, combined with external financing and proceeds
from the sale of directory printing contracts, was used primarily
to fund capital expenditures and pay dividends.  SBC had $570.8
of cash and cash equivalents available at March 31, 1996.  SBC
has entered into agreements with several banks for lines of
credit totaling $1,055.0, all of which may be used to support
commercial paper borrowings.  These lines had not been utilized
as of March 31, 1996.  Commercial paper and similar borrowings as
of March 31, 1996 totaled $1,438.9.

PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 2 Agreement and Plan of Merger, among Pacific
     Telesis Group, SBC Communication Inc. and SBC Communications
     (NV) Inc., dated as of April 1, 1996.  (Exhibit 2 to 
     Form 8-K (File No. 1-8610), dated April 1, 1996.)

     Exhibit 3 Restated Certificate of Incorporation of SBC
     Communications Inc., filed with the Secretary of State
     of Delaware on April 29, 1996.

     Exhibit 12 Computation of Ratios of Earnings to Fixed Charges.

     Exhibit 27 Financial Data Schedule.

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the first
     quarter ended March 31, 1996.

                           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.




May 7, 1996                        /s/ Donald E. Kiernan
                                   Donald E. Kiernan
                                   Senior Vice President,Treasurer
                                      and Chief Financial Officer




