

                                                        Exhibit 10.c
                                

                                
                   
                                
                1995 MANAGEMENT STOCK OPTION PLAN


      ARTICLE 1.  PURPOSE, DEFINITIONS AND EFFECTIVE DATE

    1.1  Purpose.  The purpose of the 1995 Management Stock
Option Plan ("Plan") is to promote the success and enhance the
value of SBC Communications Inc. (the "Company") by linking the
personal interests of the Employees of the Company and its
Subsidiaries to the interests of the Company's shareowners, and
by providing Employees with an additional incentive for
outstanding performance.  To achieve this purpose, Options to
purchase common stock of the Company may be granted to Employees
of the Company and its Subsidiaries pursuant to the Plan.

    1.2  Additional Definitions. In addition to definitions set
forth elsewhere in the Plan, for purposes of the Plan:

             (a)  "Cause" shall mean willful and gross
         misconduct on the part of a Participant that is
         materially and demonstrably detrimental to the Company
         or any Subsidiary as determined by the Committee in its
         sole discretion.

              (b) "Employee" shall mean any management
          employee of the Company or of one of its
          Subsidiaries in the entry level through
          second (2nd) level management.
          Directors of the Company shall not be
          considered Employees under the Plan.

             (c)  "Exchange Act" shall mean the Securities
         Exchange Act of 1934, as amended, or any successor Act
         thereto.

             (d)  "Fair Market Value" shall mean the closing
         price of Shares on the relevant date, or on the next
         preceding trading day if such date was not a trading
         day, all as reported on the New York Stock Exchange
         Composite Trading listings, or a similar report
         selected by the Committee.

             (e)  "Option" shall mean the right to purchase one
         or more shares of the common stock of SBC
         Communications Inc. on the terms and conditions
         contained in this Plan, the rules of the Committee, and
         the terms of the Option.

             (f)  "Retirement" shall mean the termination of a
         Participant's employment with the Company or one of its
         Subsidiaries, for reasons other than death, disability
         (as that term is used in the employee's company
         disability plan) or for Cause, on or after the date the
         Participant is eligible to retire with an immediate
         pension pursuant to the employee's company pension
         plan.

             (g)  "Rotational Work Assignment Company" or "RWAC"
         shall mean Bell Communications Research, Inc., formerly
         the Central Services Organization, Inc., and/or any
         other entity with which the Company or any of its
         subsidiaries may enter into an agreement to provide an
         employee for a rotational work assignment.

             (h)  "Shares" or "Stock" or "Shares of Stock" shall
         mean the common stock of SBC Communications Inc.

             (i)  "Subsidiary" shall mean any corporation in
         which the Company owns directly, or indirectly through
         subsidiaries, more than fifty percent (50%) of the
         total combined voting power of all classes of Stock, or
         any other entity (including, but not limited to,
         partnerships and joint ventures) in which the Company
         owns more than fifty percent (50%) of the combined
         equity thereof.

    1.3  Effective Date.  The Plan shall be effective on the date
it is approved by the Company's Board of Directors.


                   ARTICLE 2.  ADMINISTRATION

    2.1  The Committee.  The Plan shall be administered by a
committee (the "Committee") which shall be the Human Resources
Committee or any other committee appointed by the Board of
Directors (the "Board").

    2.2  Authority of the Committee.  The Committee or the Board
shall have full power, except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject
to the provisions of this Plan, to select the recipients of
Options ("Participants"); determine the sizes of grants of
Options under the Plan; determine the exercise price, duration,
vesting requirements, and period of exercisability of each
Option; determine the terms and conditions of such Option grants
in a manner consistent with the Plan; construe and interpret the
Plan and any agreement or instrument entered into under the Plan;
establish, amend, or waive rules and regulations for the Plan's
administration; and, subject to the provisions of Article 5
Amendment, Modification, and Termination, herein, amend the terms
and conditions of any outstanding Option to the extent such terms
and conditions are within the discretion of the Committee or the
Board as provided in the Plan.

         All determinations and decisions made by the Committee
or the Board pursuant to the provisions of the Plan, and all
related orders and resolutions of the Board shall be final,
conclusive, and binding on all persons, including the Company,
its shareowners, Employees, Participants, and their estates and
beneficiaries.


             ARTICLE 3.  SHARES SUBJECT TO THE PLAN

    3.1  Number of Shares.  Subject to adjustment as provided in
Section 3.3 Adjustments in Authorized Shares, herein, the total
number of Shares of Stock for which Options may be granted under
the Plan may not exceed 5,000,000 Shares.  These Shares may be
either authorized but unissued or reacquired Shares.  The
Committee or the Board may amend this Plan to increase the number
of authorized Shares.

    3.2  Lapsed Options.  If any Option granted under the Plan is
canceled, terminates, expires, or lapses for any reason, any
Shares subject to such Option again shall be available for the
grant of an Option under the Plan.

    3.3  Adjustments in Authorized Shares.  In the event of a
merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, stock split, share
combination, or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the
Plan, and in the number and class of and/or price of Shares
subject to outstanding Options granted under the Plan, as may be
determined to be appropriate and equitable by the Committee, in
its sole discretion, to prevent dilution or enlargement of
rights; and provided that the number of Shares subject to any
Option shall always be a whole number.


                   ARTICLE 4.  STOCK OPTIONS

    4.1  Grant of Options.  Subject to the terms and provisions
of the Plan, Options may be granted to such Employees, at such
times and on such terms and conditions, as shall be determined by
the Committee or the Board; provided, however, no Options may be
granted after the 10th anniversary of the effective date of the
Plan.  The Committee or the Board shall have discretion in
determining the number of Options and the number of Shares
subject to each Option granted to each Participant.  Without
limiting the generality of the foregoing, the Committee or the
Board shall have the authority to establish guidelines setting
forth anticipated grant levels which correspond to various salary
grades, salary ranges or the equivalent thereof.

    4.2  Form of Issuance.  Options may be issued in the form of
a certificate or may be recorded on the books and records of the
Company for the account of the Participant.  If an Option is not
issued in the form of a certificate, then the Option shall be
deemed granted upon issuance of a notice of the grant addressed
to the recipient.  The terms and conditions of an Option shall be
set forth in the certificate, in the notice of the issuance of
the grant, or in such other documents as the Committee shall
determine.  The Committee may require a Participant to enter into
a written agreement containing terms and conditions relating to
the Option and its exercise.

    4.3  Option Price.  The Option Price for each grant of an
Option shall be determined by the Committee or the Board;
provided, however, that the minimum Option Price shall be one
hundred percent (100%) of the Fair Market Value of a Share on the
date the Option is granted.

    4.4  Duration of Options.  Each Option shall expire at such
time as the Committee or the Board shall determine at the time of
grant; provided, however, that no Option shall be exercisable
later than the tenth (10th) anniversary date of its grant.  In
the event the Committee or the Board does not specify the
expiration date of an Option, then such Option will expire on the
fifth (5th) anniversary date of its grant, except as otherwise
provided herein.

    4.5  Vesting of Options.  Options shall vest at such times
and under such terms and conditions as determined by the
Committee or the Board.  The Senior Vice President - Human
Resources, or his or her successor, or such other person
designated by the Committee or the Board, shall have the
authority to accelerate the vesting of Options for any
Participant.

    4.6. Exercise of Options.  Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee or the Board shall
in each instance approve, which need not be the same for each
grant or for each Participant.    However, regardless of the
vesting date of a grant, in no event may any Option granted under
this Plan become exercisable prior to the first anniversary of
the date of its grant, except as provided in Section 4.11 Change
in Control.

         Options shall be exercised by delivery of a written
notice (including telecopies) to the Company (or, if so provided
by the Company, to its designated agent), which notice shall be
irrevocable, setting forth the exact number of Shares with
respect to which the Option is being exercised and including with
such notice payment of the Option Price.   The Company may waive
the requirement that the exercise notice be in writing upon such
terms and conditions as it shall deem appropriate.  When Options
have been transferred, the Company or its designated agent may
require appropriate documentation that the person or persons
exercising the Option, if other than the Participant, has the
right to exercise the Option.   No Option may be exercised with
respect to a fraction of a Share.

    4.7  Payment.  The Option Price shall be paid in full at the
time of exercise.  No Shares shall be issued or transferred until
full payment has been received therefor.

    Payment may be made:

    (a) in cash, or

    (b) unless otherwise provided by the Committee at any time,
    and subject to such additional terms and conditions and/or
    modifications as the Committee or the Company may impose
    from time to time, and further subject to suspension or
    termination of this provision by the Committee or the
    Company at any time, by:

             (i) delivery of Shares of Stock owned by the
         Participant in partial (if in partial payment, then
         together with cash) or full payment (if a fractional
         Share remains after payment of the Option Price in full
         by previously owned Shares, then the fractional Share
         shall be withheld for taxes); provided, however, as a
         condition to paying any part of the Option Price in
         Stock, at the time of exercise of the Option, the
         Participant must establish to the satisfaction of the
         Company that the Stock tendered to the Company must
         have been held by the Participant for a minimum of six
         (6) months preceding the tender; or

             (ii) if the Company has designated a stockbroker to
         act as the Company's agent to process Option exercises,
         issuance of an exercise notice to such stockbroker
         together with instructions irrevocably instructing the
         stockbroker:  (A) to immediately sell a sufficient
         portion of the Shares to pay the Option Price of the
         Options being exercised and the required tax
         withholding, and (B) to deliver on the settlement date
         the portion of the proceeds of the sale equal to the
         Option Price and tax withholding to the Company.  In
         the event the stockbroker sells any Shares on behalf of
         a Participant, the stockbroker shall be acting solely
         as the agent of the Participant, and the Company
         disclaims any responsibility for the actions of the
         stockbroker in making any such sales.  No Stock shall
         be issued until the settlement date and until the
         proceeds (equal to the Option Price and tax
         withholding) are paid to the Company.

        If payment is made by the delivery of Shares of Stock,
    the value of the Shares delivered shall be equal to the Fair
    Market Value of the Shares on the day preceding the date of
    exercise of the Option.

    4.8  Termination of Employment.

             (a)  Termination by Reason of Death or Disability.
         In the event the employment of a Participant is
         terminated by reason of death or disability (as that
         term is used in the employee's company disability
         plan), any outstanding Options granted to the
         Participant shall vest as of the date of termination of
         employment and may be exercised, if at all, no more
         than one (1) year following termination of employment,
         unless the Options, by their terms, expire earlier.

             (b)  Termination by Retirement.  In the event the
         employment of a Participant is terminated by reason of
         Retirement, any outstanding Options granted to the
         Participant which are vested as of the date of
         termination of employment may be exercised, if at all,
         no more than three (3) years following termination of
         employment, unless the Options, by their terms, expire
         earlier.

             (c)  Termination of Employment for Other Reasons.
         If the employment of a Participant shall terminate for
         any reason other than the reasons set forth in (a) or
         (b), above, and other than for Cause, all outstanding
         Options granted to the Participant which are vested as
         of the date of termination of employment may be
         exercised by the Participant within the period
         beginning on the effective date of termination of
         employment and ending three (3) months after such date,
         unless the Options, by their terms, expire earlier.

             (d)  Termination for Cause.  If the employment of a
         Participant shall terminate for Cause, all outstanding
         Options held by the Participant shall immediately
         terminate and be forfeited to the Company, and no
         additional exercise period shall be allowed.

             (e)  Options not Vested at Termination.  Any
         outstanding Options not vested as of the effective date
         of termination of employment shall expire immediately
         and shall be forfeited to the Company.

    4.9   Transfers.  For purposes of the Plan, transfer of
employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) or between the Company
or a Subsidiary and a RWAC, to the extent the term of employment
at a RWAC is equal to or less than five (5) years, shall not be
deemed a termination of employment.

    4.10 Restrictions on Exercise and Transfer of Options. During
the Participant's lifetime, the Participant's Options shall be
exercisable only by the Participant or by the Participant's
guardian or legal representative.  After the death of the
Participant, except as otherwise provided by the Company's Rules
for Employee Beneficiary Designations, an Option shall only be
exercised by the holder thereof (including, but not limited to,
an executor or administrator of a decedent's estate) or his or
her guardian or legal representative.

         No Option shall be transferable except: (a) in the case
of the Participant, only upon the Participant's death and in
accordance with the Company's Rules for Employee Beneficiary
Designations; and (b) in the case of any holder after the
Participant's death, only by will or by the laws of descent and
distribution.

    4.11 Change in Control.  Upon the occurrence of a Change in
Control, unless otherwise determined by the Committee or the
Board prior to such Change in Control, all Options held by
Participants hereunder shall immediately become vested and
exercisable, notwithstanding the provisions of Section 4.6
Exercise of Options to the contrary.  A "Change in Control" shall
be deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than
a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or
indirectly by the shareowners of the Company in substantially the
same proportions as their ownership of stock of the Company, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the total voting
power represented by the Company's then outstanding voting
securities, or (ii) during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new Director whose
election by the Board of Directors or nomination for election by
the Company's shareowners was approved by a vote of at least two-
thirds (2/3) of the Directors then still in office who either
were Directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof, or (iii) the
shareowners of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least eighty
percent (80%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the
shareowners of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.


      ARTICLE 5.  AMENDMENT, MODIFICATION, AND TERMINATION

    5.1  Amendment, Modification, and Termination.  The Committee
or the Board, may at any time and from time to time, terminate,
amend, or modify the Plan.

    5.2  Awards Previously Granted.  No termination, amendment,
or modification of the Plan shall in any material manner
adversely affect any Option previously granted under the Plan,
without the written consent of the Participant holding such
Option.


                    ARTICLE 6.  WITHHOLDING

    6.1  Tax Withholding.  Upon exercise of an Option, the
Company shall withhold sufficient Shares having a Fair Market
Value on the date the taxes are determined in an amount necessary
to satisfy the minimum amount of Federal, state, and local taxes
required by law to be withheld as a result of such exercise.  Any
excess fractional amounts remaining after such withholding shall
be withheld as additional Federal withholding.

         Unless otherwise determined by the Committee, when the
method of payment for the Option Price is from the sale by a
stockbroker pursuant to Section 4.7(b)(ii), hereof, of the Stock
acquired through the Option exercise, then the tax withholding
shall be satisfied out of the proceeds.  For administrative
purposes in determining the amount of taxes due, the sale price
of such Stock shall be deemed to be the Fair Market Value of the
Stock.


                   ARTICLE 7.  MISCELLANEOUS

    7.1  Employment.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary
thereof to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the
employment of the Company or any Subsidiary thereof.

    7.2  Participation.  No Employee shall have the right to be
selected to receive an Option under the Plan, or, having been so
selected, to be selected to receive a future Option.

    7.3  Successors.  All obligations of the Company under the
Plan shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

    7.4  Governing Law.  The Plan, and any and all agreements
hereunder, shall be construed in accordance with and governed by
the laws of the State of Texas.

