

                                
                            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 June 30, 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 July 31, 1996, 609,295,818 common shares were outstanding.


<TABLE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
Dollars in millions except per share amounts
(Unaudited)
<CAPTION>
                                  					Three months ended       Six months ended
                                   					      June 30,               June 30,
                             				    1996         1995       1996        1995
<S>                                 <C>         <C>        <C>         <C>   
Operating Revenues
Local service                       $1,842.3    $ 1,625.0  $ 3,574.9   $ 3,164.9
Network access                         803.8        766.6    1,607.8     1,509.9
Long-distance service                  239.4        208.8      463.8       419.0
Directory advertising                  111.4        118.6      215.6       233.6
Other                                  335.8        306.0      667.3       607.5
Total operating revenues             3,332.7      3,025.0    6,529.4     5,934.9

Operating Expenses
Cost of services and products          980.3        881.8    1,913.4     1,749.3
Selling, general and administrative    953.5        849.7    1,871.2     1,652.0
Depreciation and amortization          553.8        539.3    1,099.7     1,071.5
Total operating expenses             2,487.6      2,270.8    4,884.3     4,472.8
Operating Income                       845.1        754.2    1,645.1     1,462.1

Other Income (Expense)
Interest expense                      (117.2)      (126.2)    (237.3)     (260.0)
Equity in net income of affiliates      65.6         46.1      119.0        54.4
Other expense - net                    (13.9)        (5.9)     (17.9)       (4.1)
Total other income (expense)           (65.5)       (86.0)    (136.2)     (209.7)


Income Before Income Taxes             779.6        668.2    1,508.9     1,252.4

Income Taxes
Federal                                249.7        200.1      487.6       370.8
State and local                         28.9         26.1       56.3        44.4
Total income taxes                     278.6        226.2      543.9       415.2

Net Income                          $  501.0    $   442.0   $  965.0    $  837.2


Earnings Per Common Share           $   0.82    $    0.73   $   1.58    $   1.38

Weighted Average Number of Common
  Shares Outstanding (in millions)     609.2        608.2      609.2       607.9

Dividends Declared Per Common Share $   0.43    $  0.4125   $   0.86    $  0.825

See Notes to Consolidated Financial Statements

</TABLE>

<TABLE>

SBC COMMUNICATIONS INC.
CONSOLIDATED BALANCE SHEETS
Dollars in millions except per share amounts

<CAPTION>
								 
                                                         								  June 30,    December 31,
                                                           								  1996           1995
<S>                                                             <C>            <C>
Assets
							       (Unaudited)
Current Assets
Cash and cash equivalents                                       $   368.7      $   489.9
Short-term cash investments and other current asset                 704.5          311.0
Accounts receivable - net of allowances for uncollectibles of
 $140.7 and $134.0                                                2,220.0        2,389.2
Material and supplies                                                84.2          130.6
Prepaid expenses                                                    269.6          156.8
Deferred charges                                                    227.1          201.9
Total current assets                                              3,874.1        3,679.4
Property, Plant and Equipment - at cost                          31,702.2       30,789.5
  Less: Accumulated depreciation and amortization                18,426.5       17,801.2
Property, Plant and Equipment - Net                              13,275.7       12,988.3
Intangible Assets - Net of Accumulated Amortization of
 $559.1 and $547.7                                                2,593.7        2,679.4
Investments in Equity Affiliates                                  1,709.3        1,586.3
Other Assets                                                      1,042.1        1,069.1
Total Assets                                                   $ 22,494.9     $ 22,002.5

Liabilities and Shareowners' Equity
Current Liabilities
Debt maturing within one year                                  $  1,721.1     $  1,679.5
Accounts payable and accrued liabilities                          3,135.8        3,125.3
Dividends payable                                                   262.0          251.4
Total current liabilities                                         5,118.9        5,056.2
Long-Term Debt                                                    5,534.7        5,672.3

Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes                                               769.8          723.5
Postemployment benefit obligation                                 2,728.0        2,735.7
Unamortized investment tax credits                                  270.4          286.6
Other noncurrent liabilities                                      1,382.5        1,272.4
Total deferred credits and other noncurrent liabilities           5,150.7        5,018.2

Shareowners' Equity
Common shares issued ($1 par value)                                 620.5          620.5
Capital in excess of par value                                    6,311.8        6,297.6
Retained earnings                                                 1,119.0          672.4
Guaranteed obligations of employee stock ownership plans           (246.7)        (272.5)
Foreign currency translation adjustment                            (600.5)        (580.9)
Treasury shares (at cost)                                          (513.5)        (481.3)
Total shareowners' equity                                         6,690.6        6,255.8
Total Liabilities and Shareowners' Equity                      $ 22,494.9     $ 22,002.5

See Notes to Consolidated Financial Statements.

</TABLE>


<TABLE>
SBC COMMUNICATIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions, increase (decrease) in cash and cash equivalents
(Unaudited)
<CAPTION>

												    
												    
												    
                                                    							 Six months ended
                                                   							     June 30,
                                           						       1996           1995
<S>                                                    <C>              <C>
Operating Activities
Net income                                             $  965.0         $ 837.2
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                        1,099.7         1,071.5
   Undistributed earnings from investments in equity      (85.7)           (7.7)
    affiliates
   Provision for uncollectible accounts                    92.1            68.5
   Amortization of investment tax credits                 (16.2)          (24.0)
   Pensions and other postemployment expenses              66.5           (50.2)
   Deferred income taxes                                   95.1            68.2
   Other - net                                            (65.2)          (45.8)
Total adjustments                                       1,186.3         1,080.5
Net Cash Provided by Operating Activities               2,151.3         1,917.7

Investing Activities
Construction and capital expenditures                  (1,268.9)       (1,041.4)
Investments in affiliates                                 (24.1)          (16.0)
Purchase of short-term investments                       (675.9)         (200.3)
Proceeds from short-term investments                      294.1           134.8
Dispositions                                               52.3             -
Acquisitions                                              (17.0)         (434.4)
Net Cash Used in Investing Activities                  (1,639.5)       (1,557.3)

Financing Activities
Net change in short-term borrowings with original
 maturities of three months or less                       108.3            25.0
Issuance of other short-term borrowings                   163.8            60.0
Repayment of other short-term borrowings                  (88.8)             -
Issuance of long-term debt                                  0.2           408.9
Repayment of long-term debt                              (275.3)          (60.3)
Purchase of treasury shares                              (105.2)         (105.8)
Issuance of treasury shares                                23.8            32.9
Dividends paid                                           (459.8)         (438.4)
Net Cash Used in Financing Activities                    (633.0)          (77.7)
Net increase (decrease) in cash and cash equivalents     (121.2)          282.7
Cash and cash equivalents beginning of year               489.9           364.6
Cash and Cash Equivalents End of Period                $  368.7        $  647.3

Cash paid during the six months ended June 30 for:
     Interest                                          $  256.9        $  262.3
     Income taxes                                      $  328.5        $  403.6

See Notes to Consolidated Financial Statements.

</TABLE>

<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, 1994           $ 620.5 $ 6,286.1  $ 2,593.5  $ (314.7)  $ (366.5)  $ (463.3)
Net income                                                 837.2
Dividends to shareowners                                  (501.1)
Reduction of debt associated with
   Employee Stock Ownership Plans                                      24.5
Foreign currency translation adjustment                                          (58.9)
Purchase of treasury shares                                                                (105.8)
Issuance of treasury shares:
   Dividend Reinvestment Plan                    5.6                                         58.5
   Other                                        (3.6)                                        26.2
Other                                                        4.7
Balance, June 30, 1995              $ 620.5 $ 6,288.1   $ 2,934.3  $ (290.2)  $ (425.4)  $ (484.4)


Balance, December 31, 1995          $ 620.5 $ 6,297.6   $   672.4  $ (272.5)  $ (580.9)  $ (481.3)
Net income                                                  965.0       
Dividends to shareowners                                   (523.9)
Reduction of debt associated with
   Employee Stock Ownership Plans                                      25.8
Foreign currency translation adjustment                                          (19.6) 
Purchase of treasury shares                                                                (105.2)
Issuance of treasury shares:
   Dividend Reinvestment Plan                    16.5                                        53.9
   Other                                         (2.3)                                       19.1
Other                                                         5.5
Balance, June 30, 1996             $ 620.5  $ 6,311.8   $ 1,119.0  $ (246.7)  $ (600.5)  $ (513.5)

See Notes to Consolidated Financial Statements.

</TABLE>

						     * * * *

SELECTED FINANCIAL AND OPERATING DATA

At June 30, or for the six months then ended:                 1996       1995

  Return on weighted average shareowners' equity *  .  . .   29.44%     19.74%
  Debt ratio *. . . . . . . . . . . . . . . . . . .  . . .   52.03%     46.89%
  Network access lines in service (000) . . . . . .  . . .   14,632     13,899
  Access minutes of use (000,000) . . . . . . . . .  . . .   28,724     26,145
  Long-distance messages billed (000) . . . . . . .  . . .  498,246    497,493
  Cellular customers (000). . . . . . . . . . . . .  . . .    3,961      3,243
  Number of employees . . . . . . . . . . . . . . .  . . .   60,090     58,550


* 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.   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 is intended to be accounted
  for as a pooling of interests and to be a tax-free
  reorganization.  On July 31, 1996, the shareowners of SBC and PAC
  each approved the transaction, which had previously been approved
  by the board of directors of each company.  The merger agreement
  is subject to certain regulatory approvals, including approval by
  the California Public Utilities Commission, which has established
  a schedule for review of the transaction with final comments from
  the interested parties due in December 1996.  If approvals are
  granted, the transaction is expected to close in the first half
  of 1997.


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 $501.0, or
$.82 per share, for the second quarter of 1996 and net income of
$965.0, or $1.58 per share, for the first six months of 1996.
Financial results for the second quarters and first six months of
1996 and 1995 are summarized as follows:

                  Second Quarter              Six-Month Period

                                   Percent                        Percent
               1996      1995      Change     1996     1995       Change
                                                              
Operating    $ 3,332.7 $ 3,025.0    10.2%     $ 6,529.4 $ 5,934.9    10.0%
revenues                                        
                                                                    
Operating    $ 2,487.6 $ 2,270.8    9.5%       $ 4,884.3 $ 4,472.8    9.2%
expenses                 
                                                                    
Net income   $ 501.0   $ 442.0     13.3%      $ 965.0   $ 837.2     15.3%

The primary factor contributing to the increase in net income
during the second quarter and first six months of 1996 was growth
in demand for services and products at Southwestern Bell Telephone
Company (Telephone Company) and Southwestern Bell Mobile Systems
(Mobile Systems).  Results for the first six months of 1996 also
reflect 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 second quarter and first six
months of 1996 increased $307.7, or 10.2%, and $594.5, or 10.0%,
over the second quarter and first six months of 1995.  Components
of operating revenues for the second quarters and first six
months of 1996 and 1995 are as follows:

                    Second Quarter             Six-Month Period

                                    Percent                           Percent
                 1996      1995     Change         1996      1995     Change
Local service                                                           
   Landline   $ 1,171.6  $ 1,070.5    9.4%        $ 2,292.4 $ 2,107.7    8.8%
                                                                        
   Wireless     670.7     554.5      21.0          1,282.5   1,057.2    21.3
                                                                        
Network                                                                 
access
   Interstate   530.6     510.8      3.9           1,064.2   1,008.2    5.6
   Intrastate   273.2     255.8      6.8           543.6     501.7      8.4
                                                                        
Long-distance   239.4     208.8      14.7          463.8     419.0      10.7
service
                                                                        
Directory       111.4     118.6      (6.1)         215.6     233.6      (7.7)
advertising
                                                                        
Other           335.8     306.0      9.7           667.3     607.5      9.8
     Total    $ 3,332.7  $ 3,025.0    10.2%      $ 6,529.4 $ 5,934.9    10.0%

     Landline local service revenues increased in the second
     quarter and first six months of 1996 due primarily to
     increases in demand, including increases in access lines and
     vertical services revenues.  The number of access lines
     since June 30, 1995 increased by 5.3%, with approximately
     29% of access line growth due to the sales of additional
     access lines to existing residential customers.  Vertical
     services revenues, which include custom calling options,
     Caller ID and other enhanced services, increased by
     approximately 20%.

     Wireless local service revenues increased in the second
     quarter and first six months of 1996 due primarily to a
     22.1% increase in cellular customers since June 30, 1995,
     partially offset by a slight decline in average revenue per
     customer.  Market penetration at the end of the second
     quarters of 1996 and 1995 was 9.7 and 8.0 customers per 100
     residents, respectively, in Mobile Systems' service areas.
     
     Interstate network access revenues increased in the second
     quarter and first six months of 1996 due primarily to an
     increase in demand for access services by interexchange
     carriers.  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 second
     quarter and first six months of 1996 due primarily to
     increases in demand, including usage by alternative
     intraLATA toll carriers.
     
     Long-distance service revenues increased in the second
     quarter and first six months of 1996 due to intraLATA toll
     pool settlements and 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 to continue these accruals.  Excluding
     these items, long-distance service revenues in the second
     quarter and first six months of 1996 decreased due to the
     continuing impact of competition from alternative intraLATA
     toll carriers.  However, long-distance service message
     volumes were relatively unchanged; competition-related
     decreases in volumes were mostly offset by higher volumes
     caused by optional calling plans offered by the Telephone
     Company.
     
     Directory advertising revenues decreased in the second
     quarter and first six months 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 second quarter and
     first six months of 1996 due primarily to increased demand
     for the Telephone Company's non-regulated services and
     products.
     
SBC's operating expenses in the second quarter and first six
months of 1996 increased $216.8, or 9.5%, and $411.5, or 9.2%,
over the second quarter and first six months of 1995.  Components
of operating expenses for the second quarters and first six
months of 1996 and 1995 are as follows:

                   Second Quarter           Six-Month Period

                                  Percent                             Percent
                 1996      1995   Change          1996     1995       Change
                                   
Cost of                                                                   
services and  $ 980.3    $ 881.8     11.2%     $ 1,913.4  $ 1,749.3    9.4%
products
                                                                          
Selling,                                                                  
general and     953.5      849.7     12.2%       1,871.2    1,652.0    13.3%
administrative

                                                                          
Depreciation                                                              
and             553.8      539.3     2.7%        1,099.7    1,071.5    2.6%
amortization
 Total        $ 2,487.6  $ 2,270.8    9.5%       $ 4,884.3  $ 4,472.8     9.2%


     Cost of services and products increased for the second
     quarter and first six months of 1996 due to demand related
     increases at the Telephone Company, primarily increases in
     switching system software license fees, materials and
     contract services as well as annual compensation increases.
     Other increases related to growth at Mobile Systems and
     increased directory-related paper and printing costs.  These
     increases were partially offset by the absence of costs
     related to directory printing contracts sold in
     January 1996.
     
     Selling, general and administrative expenses increased in
     the second quarter and first six months of 1996 due to
     growth-related increases at Mobile Systems, higher operating
     taxes, including the new Texas Infrastructure Fund
     established for use by public institutions in upgrading
     their communications and computer technology, and annual
     compensation increases.
     
Interest expense decreased $9.0, or 7.1%, and $22.7, or 8.7%, in
the second quarter and first six months of 1996 due to lower debt
levels and capitalization of interest during construction
required by the discontinuance of regulatory accounting in the
third quarter of 1995.  Under regulatory accounting, the
Telephone Company accounted for a capitalization of both interest
and equity costs during periods of construction as other income.

Equity in net income of affiliates increased $19.5 and $64.6 in
the second quarter and first six months of 1996 reflecting
improved results from SBC's investment in French cellular
operations and the inclusion in 1995 of losses on United Kingdom
cable operations which were merged into TeleWest Communications,
P.L.C. and now are accounted for under the cost method.  Six-
months results also increased due to higher earnings from SBC's
investment in Telmex.  Telmex's earnings reflected the relative
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 $52.4, or 23.2%, and $128.7, or 31.0%, in
the second quarter and first six months 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

COMPETITION

Texas Local Service Certification  Approximately 70 applications
for competitive local service certification have been filed by
alternative providers with the Texas Public Utility Commission
(TPUC), and more than half have been approved.  Among the
applicants is Sprint Corporation (Sprint), which has sought to
avoid the Texas law's build-out requirements for a competitive
local service certificate in the Telephone Company's service area
through a request for waiver.  Texas state law specifies build-
out levels for proposed holders of facilities based certificates
of authority, but the TPUC has indicated that it will waive the
build-out requirements for Sprint.

Interconnect Agreements  SBC has signed several interconnect
agreements with companies seeking to provide local service within
portions of the Telephone Company's service areas in Texas and
Missouri.  These agreements are subject to approval by the
respective state commissions.

On August 1, 1996, the Federal Communications Commission (FCC)
adopted rules concerning implementation of the Local Competition
Provisions and other sections of the Telecommunications Act of
1996 and Interconnection between Local Exchange Carriers (LECs)
and Commercial Mobile Radio Service Providers.  The full text of
the order has not yet been made available at the time of this
filing.  Some of the provisions of these rules were stated to
include: establishing a baseline of terms and conditions for all
arbitrated agreements, including default interim ceilings and
ranges for interconnection agreements, discounts from retail
prices for resale and transportation and termination charges;
concluding that cellular, PCS, specialized mobile radio and other
mobile radio service providers are telecommunications carriers,
but not LECs, and, therefore, entitled to reciprocal compensation
arrangements for the completion of calls originating with another
carrier and may request interconnection with a LEC's network
facilities; and, identifying a minimum set of seven network
elements which provide technically feasible points of
interconnection and requiring incumbent LECs to provide access to
those network elements, allowing the requesting carriers to
combine such elements as they choose.  Nothing in the FCC's order
as announced currently alters the collection of access charges
paid by an interexchange carrier when the incumbent LEC provides
exchange access service either directly or through resale.
Separate access charge reform and universal service proceedings
will address that issue.  Management is not able to assess the
effects of these rules on SBC's financial position or results of
operations.

Long-Distance Services  In July 1996, SBC signed a four-year
exclusive memorandum of understanding with Sprint that covers
wholesale long-distance services.  The agreement with Sprint is
expected to allow SBC to enter the long-distance marketplace
following regulatory approvals.  Exact terms of the agreement are
subject to further negotiations between the companies and SBC
anticipates signing a final contract later this year.

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 is intended to be accounted
for as a pooling of interests and to be a tax-free
reorganization.  On July 31, 1996, the shareowners of SBC and PAC
each approved the transaction, which had previously been approved
by the board of directors of each company.  The merger agreement
is subject to certain regulatory approvals, including approval by
the California Public Utilities Commission which has established
a schedule for review of the transaction with final comments from
the interested parties due in December 1996.  If approvals are
granted, the transaction is expected to close in the first half
of 1997.


LIQUIDITY AND CAPITAL RESOURCES

During the first six months 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 during the first
six months of 1996, and should be adequate to fund these
expenditures for the remainder of the year.  Due to high levels
of growth at the Telephone Company and Mobile Systems, SBC
anticipates capital expenditures for 1996 will increase to
approximately $3 billion.  SBC had $368.7 of cash and cash
equivalents and $624.8 of other short-term investments available
at June 30, 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 June 30, 1996.  Commercial paper and similar
borrowings as of June 30, 1996 totaled $1,421.3.



PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

Annual Meeting of Shareowners

(a)  The annual meeting of the shareowners of SBC Communications
     Inc. (SBC) was held on April 26, 1996, in San Antonio,
     Texas.  Shareowners representing 504,514,271 shares of
     common stock were present in person or were represented at
     the meeting by proxy.

(b)  At the meeting, holders of common shares voted as indicated
     below to elect the following persons to the Board of
     Directors for a three-year term:

      DIRECTOR                     FOR          WITHHELD*
      James E. Barnes                          
                             492,880,400       11,633,871
                                               
      Haskell M. Monroe                        
                             495,210,842       9,303,429
                                               
      Patricia P. Upton                        
                             495,312,454       9,201,817
                                               
      Edward E. Whitacre,                      
      Jr.                    495,297,928       9,216,343

      *   Includes shares represented at the meeting by proxy
     where the shareowner withheld authority to vote for the
     indicated director or directors, as well as shares voted in
     person at the meeting where the shareowner did not vote for
     such director or directors.

(c)  Shareowners ratified the appointment of Ernst & Young LLP
     as independent auditors of SBC for the year ended December
     31, 1996.  The vote was 497,680,311 FOR and 3,936,264
     AGAINST, with 2,897,696 shares ABSTAINING.

(d)  Shareowners approved the amendment to SBC's Restated
     Certificate of Incorporation to increase the number of
     authorized shares of common stock.  The vote was
     427,163,487 FOR and 70,307,703 AGAINST, with 7,043,081
     shares ABSTAINING.

(e)  Shareowners approved the 1996 Stock and Incentive Plan.
     The vote was 425,530,263 FOR and 68,170,139 AGAINST, with
     10,813,869 shares ABSTAINING.

Special Meeting of Shareowners

(a)  A special meeting of the shareowners of SBC was held on
     July 31, 1996, in San Antonio, Texas.  Shareowners
     representing 448,178,135 shares of common stock were
     present in person or were represented at the meeting by
     proxy.

(b)  Shareowners approved and adopted the Agreement and Plan of
     Merger among Pacific Telesis Group, SBC and SBC
     Communications (NV) Inc, a wholly-owned subsidiary of SBC
     dated as of April 1, 1996 and approved the transactions
     contemplated thereby.  The vote was 433,944,713 FOR and
     9,667,842 AGAINST, with 4,565,580 shares ABSTAINING.


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.  The registrant was previously known as Southwestern 
                Bell Corporation, and all references in the exhibits 
                to that name are to the registrant.

     Exhibit 10-a   Stock Savings Plan, revised effective July 26, 1996.

     Exhibit 10-b   1992 Stock Option Plan, revised effective July 26, 1996.

     Exhibit 10-c   1995 Management Stock Option Plan, revised effective 
                    July 26, 1996.

     Exhibit 10-d   1996 Stock and Incentive Plan, revised effective
                    July 26, 1996.

     Exhibit 12     Computation of Ratios of Earnings to Fixed
                    Charges.

     Exhibit 27     Financial Data Schedule.

(b)  Reports on Form 8-K

     On April 1, 1996, SBC Communications Inc. (SBC) filed a
     Current Report on Form 8-K, reporting on Item 5, Other
     Events and Item 7, Exhibits.  In the Report, SBC announced
     the terms of a definitive agreement to merge an SBC
     subsidiary with Pacific Telesis Group.


                           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.




August   6, 1996                   /s/ Donald E. Kiernan
                                   Donald E. Kiernan
                                   Senior Vice President,Treasurer
                                      and Chief Financial Officer


