FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 1999

|_| 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 78205-2233
Telephone Number 210-821-4105

Securities registered pursuant to Section 12(b) of the Act: (See attached
Schedule A)

Securities registered pursuant to Section 12(g) of the Act: None.

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 _____
-------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

Based on composite closing sales price of $43.375 per share on March 6, 2000,
the aggregate market value of all voting and non-voting stock held by
non-affiliates was $147,398,900,000.

As of March 6, 2000, 3,399,389,663 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of SBC Communications Inc.'s Annual Report to Shareowners for the
fiscal year ended December 31, 1999 (Parts I and II).

(2) Portions of SBC Communications Inc.'s Notice of 2000 Annual Meeting and
Proxy Statement dated March 10, 2000 (Parts III and IV).

SCHEDULE A

Securities Registered Pursuant To Section 12(b) Of The Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Shares (Par Value $1.00 Per New York, Chicago and
Share) Pacific Stock Exchanges

7.75% Exchangeable Notes, New York Stock Exchange
Due March 15, 2001

7.56% Pacific Telesis Group New York Stock Exchange
Corporation-obligated mandatorily
redeemable preferred securities of
subsidiary trusts

8.50% Pacific Telesis Group New York Stock Exchange
Corporation-obligated mandatorily
redeemable preferred securities of
subsidiary trusts

6.875% Fifty Year Southwestern Bell New York Stock Exchange
Telephone Company Debentures,
Due March 31, 2048

6.875% Forty Year Southwestern Bell American Stock Exchange
Telephone Company Debentures,
Due February 1, 2011

TABLE OF CONTENTS

Item Page
- ----- ----
PART I

1. Business....................................................... 4
2. Properties..................................................... 17
3. Legal Proceedings.............................................. 17
4. Submission of Matters to a Vote of Security Holders............ 17

Executive Officers of the Registrant.............................. 18

PART II

5. Market for Registrant's Common Equity and Related
Stockholder Matters.......................................... 19
6. Selected Financial and Operating Data.......................... 19
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 19
7A. Quantitative and Qualitative Disclosures about Market Risk..... 19
8. Financial Statements and Supplementary Data.................... 19
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 19

PART III

10. Directors and Executive Officers of the Registrant............. 20
11. Executive Compensation......................................... 20
12. Security Ownership of Certain Beneficial Owners and Management. 20
13. Certain Relationships and Related Transactions................. 20

PART IV

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 21

PART I
ITEM 1. BUSINESS

GENERAL

SBC Communications Inc. (SBC) is a holding company incorporated under the laws
of the State of Delaware in 1983 and has its principal executive offices at 175
E. Houston, San Antonio, Texas 78205-2233 (telephone number 210-821-4105). SBC
maintains an Internet site at http://www.sbc.com.

History

SBC was formed as one of several regional holding companies (RHCs) created to
hold AT&T Corp.'s (AT&T) local telephone companies. On January 1, 1984, SBC was
spun-off from AT&T pursuant to an anti-trust consent decree, becoming an
independent publicly traded telecommunications services provider. At formation,
SBC primarily operated in 5 southwestern states. SBC subsidiaries merged with
Ameritech Corporation (Ameritech) in 1999, Southern New England
Telecommunications Corporation (SNET) in 1998 and Pacific Telesis Group (PAC) in
1997, thereby expanding SBC's wireline operations into a total of 13 states.
Since SBC was formed, it has implemented plans to develop and expand into
innovative new service and product offerings and to deliver those offerings,
along with many other new services, to new national and global markets. Its
strategy to enter new markets has been through mergers and acquisitions of
complementary businesses, strategic partnerships, and the development of its
global communications network. The services and products of SBC are marketed
under several established brands including Ameritech, CellularOne, Nevada Bell,
Pacific Bell, SBC Telecom, SNET, and Southwestern Bell.

Scope

SBC ranks among the largest providers of telecommunications services in the
United States and the world. Through its subsidiaries, SBC provides a
comprehensive offering of communications services and products in the United
States and has investments in 23 other countries around the world. SBC offers
its services and products to businesses and consumers, as well as other
providers of telecommunications services.

The services and products that SBC offers vary by market, and include: local
exchange services, wireless communications, long distance services, Internet
services, cable and wireless television services, security monitoring,
telecommunications equipment, messaging, paging, and directory advertising and
publishing. SBC groups its operating subsidiaries as follows:

o wireline subsidiaries provide primarily land and wire based services,
o wireless subsidiaries provide primarily radio wave based services,
o information and entertainment subsidiaries provide services primarily
related to directory advertising and publishing, cable television, and
security monitoring services, and
o international subsidiaries hold investments in foreign entities outside
of the United States.

SBC's principal wireline subsidiaries provide telecommunications services in
California, Texas, Illinois, Michigan, Ohio, Missouri, Connecticut, Indiana,
Wisconsin, Oklahoma, Kansas, Arkansas, and Nevada (13-state area). Certain
wireline local exchange services offered in the 13-state area are provided
through regulated subsidiaries which operate within authorized regions
(in-region) subject to regulation by each state in which they operate and by the
Federal Communications Commission (FCC). Additional information relating to
Regulation is contained under the heading "Government Regulation" below and in
the 1999 SBC Annual Report to Shareowners under the heading "Operating
Environment and Trends of the Business", and is incorporated herein by reference
pursuant to General Instruction G(2).

National-Local

In 1999, SBC began to implement a "National-Local" strategy in conjunction with
its acquisition of Ameritech. Under the "National-Local" strategy, SBC will seek
to become a competitive local exchange carrier (CLEC) and offer local exchange
services in 30 new markets across the country in combination with other major
national and international operations. SBC expects to introduce service in nine
new markets in 2000, and another 21 during the following two years. This
"National-Local" strategy is part of SBC's overall strategy to expand from a
regional company to a company that provides communications services and products
nationally and globally.

Business Combinations

Ameritech Corporation

On October 8, 1999, SBC and Ameritech completed the merger of an SBC subsidiary
with Ameritech, in a transaction in which each share of Ameritech common stock
was exchanged for 1.316 shares of SBC common stock (equivalent to approximately
1,446 million shares). Ameritech became a wholly-owned subsidiary of SBC
effective with the merger, and the transaction has been accounted for as a
pooling of interests and a tax-free reorganization.

The FCC approved the merger in October 1999, subject to certain conditions,
including accelerated entry into new markets, so that SBC will offer wireline
services in 30 new markets within 30 months after the merger closing date. In
addition, SBC established a separate subsidiary to provide advanced services
such as Digital Subscriber Line (DSL) and agreed not to charge residential
customers minimum monthly long distance fees for at least three years after
entering the long distance business in that market. SBC will also offer a
low-income Lifeline universal service plan to low-income residential customers
in each state in its 13-state area. The FCC conditions require specific
performance and reporting provisions and contain enforcement provisions.

As a condition of the merger, Ameritech sold on October 8, 1999, 20 Midwestern
cellular properties including the competing cellular licenses in Chicago,
Illinois and St. Louis, Missouri.

Additional information on the Ameritech merger is contained in the 1999 SBC
Annual Report to Shareowners, and is incorporated herein by reference pursuant
to General Instruction G(2).

Southern New England Telecommunications Corporation

In October 1998, SBC and SNET completed the merger of an SBC subsidiary with
SNET, in a transaction in which each share of SNET common stock was exchanged
for 1.7568 shares of SBC common stock (equivalent to approximately 120 million
shares). SNET became a wholly-owned subsidiary of SBC effective with the merger
and the transaction has been accounted for as a pooling of interests and a
tax-free reorganization. Additional information on this matter is contained in
Note 2 of the 1999 SBC Annual Report to Shareowners, and is incorporated herein
by reference pursuant to General Instruction G(2).

Pacific Telesis Group

In April 1997, SBC and PAC completed the merger of an SBC subsidiary with PAC,
in a transaction in which each outstanding share of PAC common stock was
exchanged for 1.4629 shares of SBC common stock (equivalent to approximately 626
million shares). With the merger, PAC became a wholly-owned subsidiary of SBC.
The transaction has been accounted for as a pooling of interests and a tax-free
reorganization. Additional information on this matter is contained in Note 2 of
the 1999 SBC Annual Report to Shareowners, and is incorporated herein by
reference pursuant to General Instruction G(2).

Post-merger initiatives

Several strategic decisions resulted from the Ameritech, SNET, and PAC merger
integration processes. The decisions resulted from extensive reviews of
operations throughout each of the merged companies and included significant
integration of operations and consolidation of some administrative and support
functions. SBC recognized charges during 1999, 1998 and 1997 in connection with
the Ameritech, SNET and PAC merger initiatives. Charges arising out of the
mergers relating to relocation, retraining and other effects of consolidating
certain operations are being recognized in the periods those charges are
incurred.

Additional information on this matter is contained in Note 2 of the 1999 SBC
Annual Report to Shareowners, and is incorporated herein by reference pursuant
to General Instruction G(2).

Reorganization

SBC is centralizing several key functions that will support the wireline
operations including network planning, strategic marketing and procurement. It
is also consolidating a number of corporate-wide support activities, including
research and development, information technology, financial transaction
processing and real estate management. These initiatives continue to result in
the creation of some jobs and the elimination and realignment of others, with
many of the affected employees changing job responsibilities, and in some cases
assuming positions in other locations.

Additional information on these matters is contained in Note 2 of the 1999 SBC
Annual Report to Shareowners, and is incorporated herein by reference pursuant
to General Instruction G(2).

BUSINESS OPERATIONS

Operating Segments

As a result of the merger with Ameritech and to better reflect the broadened
scope of its operations, SBC adjusted its segment reporting structure. SBC now
has four reportable segments that reflect the current management of its
business: Wireline, Wireless, Information and Entertainment, and International.
The Information and Entertainment segment expands on what was previously the
Directory segment, and includes all directory operations and Ameritech's
electronic security and cable television operations. All international
investment operations have been removed from the Other segment and are shown
separately in the International segment. The miscellaneous items that formerly
were included in the Other segment are immaterial and have been moved to
Corporate, Adjustments, and Eliminations. SBC evaluates performance based on
income before income taxes adjusted for normalized (i.e. one-time) items.

Financial information about reportable segments is included in Note 7 of the
1999 SBC Annual Report to Shareowners, and are incorporated herein by reference
pursuant to General Instruction G(2).

Wireline

Wireline is SBC's largest operating segment, providing approximately 77 percent
of SBC's normalized operating revenues in 1999. The Wireline segment provides
landline telecommunications services, including local, network access and long
distance services, messaging, Internet services and sells customer premises and
private branch exchange (PBX) equipment, and markets satellite television
services. The Wireline segment provides its services to residential and business
customers through SBC's wireline telecommunications subsidiaries. The wireline
telecommunications subsidiaries provide services to approximately 37.2 million
residential and 22.7 million business access lines in the 13-state area. During
1999 total access lines grew by 3.1 percent, of which 33 percent of the increase
was due to growth in California, 19 percent in Texas and 9 percent in Illinois.
Access lines in California, Texas and Illinois account for approximately 60
percent of SBC's access lines.

Services and Products

Local exchange services - Local exchange services include traditional dial tone
primarily used to make or receive voice, fax, or analog modem calls from a
residence or business. The local exchange process transports the caller's signal
from the caller's telephone over an SBC transport facility and through an SBC
central office switching facility to another local telephone service location or
a long distance carrier selected by the caller. SBC also offers this service on
a wholesale basis to CLECs. At December 31, 1999, SBC provided wholesale
services to approximately 1.6 million access lines. Other local services include
certain extended area service, directory assistance, and operator services.

Vertical services include custom calling services provided by SBC's central
office facilities, such as Caller ID, Call Waiting, voice mail and other
enhanced services. These features allow the telephone users to manage their
local services with enhanced features such as displaying the number and/or name
of callers, signaling to the telephone user that additional calls are incoming,
and to send and receive voice messages.

Data services - Revenues from data services may be classified in local, network
access or long distance revenues and include high-speed data communication
services used for transporting digital traffic from one computer system to
another. Data services include digital products categorized into three basic
categories:

o Switched Transport services such as Integrated Services Digital Network
(ISDN), Frame Relay, and DSL;

o Dedicated Transport services such as Digital Services and Synchronous
Optical Network (SONET); and

o Application and Data Communications services which include Internet access
and network integration.

ISDN transmits voice, video, and data over a single line in support of a wide
range of applications, including Internet access. Frame Relay is a fast packet
switching technology. Packet switching allows data to travel in individual
packets, or pieces, of information. DSL is a new digital modem technology that
converts existing twisted-pair telephone lines into access paths for multimedia
and high-speed data communications to the Internet or private networks. DSL
allows customers to simultaneously make a phone call and access information via
the Internet or an office local area network. Digital Services are high-speed
dedicated digital circuits offered with various speeds of transport. SONET
provides access to SBC's backbone network at very high speeds. Network
integration services include installation of business data systems, local area
networking, and other data networking solutions.

Network access services - Network access services connect a customer's telephone
or other equipment to the transmission facilities of other carriers that provide
long distance and other communications services.

Wireline long distance - Wireline long distance services primarily result from
the transport of intraLATA (Local Access Transport Area) telecommunications
traffic that is outside of a local calling area. SBC has been restricted from
providing interLATA long distance services within most of the in-region areas
due to historical regulatory restrictions. SBC provides wireline interLATA long
distance to its in-region customers in Connecticut, but is prohibited from
originating interLATA long distance calls from SBC's other in-region states.
Long distance services also include other services such as Wide Area
Telecommunications Service (WATS or 800 services) and other special services. In
addition, since 1996, SBC has offered wireline interLATA long distance services
to customers in selected areas outside the wireline subsidiaries' authorized
regions (out-region).

Customer premises equipment (CPE) - CPE and other equipment sales range from
single-line and cordless telephones to sophisticated digital PBX systems, all of
which can be offered with the wireline subsidiaries' central office based
services and products. PBX is a private telephone switching system, usually
located on a customer's premises, which provides intra-premise telephone
services as well as access to the public switched network.

Cable Television - SBC also operates a cable television system under the SNET
brand in Connecticut that is currently included in the Wireline segment. SNET
began offering cable television service in the first quarter of 1997. As of
December 31, 1999, SNET provided cable television services to approximately
31,000 households in Connecticut.

Internet Services - SBC offers a range of Internet services and products for
residences and businesses, varying by market, from basic dial-up access to
high-bandwidth connections. Internet services offered include basic dial-up
access service, dedicated access, web hosting, e-mail, and high-speed access
services.

Broadband Initiative

In October 1999, as the first post-Ameritech merger initiative, SBC announced
plans to offer broadband services to approximately 80 percent of SBC's United
States wireline customers over the next three years (Project Pronto). SBC will
invest an estimated $6 billion in fiber, electronics and other technology for
this broadband initiative. The build-out will include moving many customers from
the existing copper network to a new fiber network. Over the deployment period,
marketing costs will be incurred depending on the rate of customer sign-ups and
installations. An ongoing assessment of the carrying value and economic useful
life of the existing network facilities will continue. Additional information on
this matter is contained in Note 5 of the 1999 SBC Annual Report to Shareowners,
and are incorporated herein by reference pursuant to General Instruction G(2).

Prodigy Agreement

In November 1999, SBC and Prodigy Communications Corporation (Prodigy) announced
an agreement to form a partnership that will join their consumer and small
business Internet operations. Under the terms of the agreement, which is
expected to close in the second quarter of 2000, SBC will make Prodigy its
exclusive retail consumer and small business Internet access service for
customers in SBC's service area. Prodigy will assume management of approximately
650,000 SBC subscribers of dial-up, ISDN and basic DSL Internet access services,
increasing Prodigy's total managed subscriber base to more than 2 million.
Subject to specific exceptions, SBC will exclusively market Prodigy service
through its extensive marketing channels with a commitment to deliver a minimum
of 1.2 million new customers over the next three years to the Prodigy member
base. The agreement provides SBC with a 43 percent ownership stake in the
partnership and a similar voting interest in Prodigy. Under certain
circumstances, this may translate into a direct ownership interest in Prodigy.
Required approvals for the transaction have been received from certain Federal
regulatory agencies that had jurisdiction to consider the transaction. The
agreement is subject to approval at a meeting of the shareholders of Prodigy,
which is anticipated in early 2000.

Sterling Commerce

In February 2000, SBC entered a definitive agreement to acquire Sterling
Commerce, Inc. (Sterling), a provider of electronic business integration
solutions, in an all cash tender offer valued at approximately $3.9 billion in
which Sterling would merge with an SBC subsidiary. Sterling specializes in
creating, powering and managing secure "e-Marketplace communities" where
multiple buyers and sellers can conduct real-time transactions, exchange goods
and services, facilitate business-to-business opportunities, and share
information faster and at lower costs. The transaction is expected to be
completed by the end of the second quarter of 2000.

DIRECTV Agreement

In July 1999, SBC entered into a strategic marketing and distribution agreement
with DIRECTV, Inc. that will make high-quality digital satellite television
service available to certain SBC wireline residential customers. SBC, through
DIRECTV, Inc., will offer customers a digital video entertainment service.

Williams Communications

In October 1999, SBC acquired approximately 4 percent of Williams Communications
Group, Inc. (Williams Communications), a subsidiary of Williams Cos., Inc. for
an investment of approximately $439 million. Williams Communications provides a
national network of fiber optic cable for telecommunications traffic transport.
SBC and Williams Communications have entered into various service agreements for
utilization of their modern, high-speed telecommunications network.

Wireless

The Wireless segment provides domestic wireless telecommunications services,
including local, long distance and roaming services. Wireless services and
products offered also include certain enhanced services, paging services and
wireless equipment. The Wireless operating segment provided approximately 14
percent of SBC's operating revenues in 1999. Services and products are provided
to consumer and business customers through SBC's domestic wireless subsidiaries.
As of December 31, 1999, SBC provides wireless services to approximately 11.2
million customers domestically.

SBC offers wireless services in many markets across the nation using both
traditional cellular and new personal communication services (PCS) networks.
SBC's network facility-based wireless service areas cover approximately 117
million persons and its markets include 23 of the largest 35 metropolitan areas
across the nation.

Services and Products

Wireless local services involve the transport of wireless local area traffic
between wireless telephones or equipment and other telephones or equipment.
Wireless long distance services provide subscribers the ability to call
destinations outside of the subscriber's home area. Roaming services allow
subscribers to use their wireless telephone equipment whenever they travel
outside of their home area. SBC has numerous roaming agreements with other
wireless carriers allowing SBC subscribers to use their wireless telephone
equipment throughout the United States and Canada where SBC does not operate
networks or hold wireless licenses.

Wireless subscribers' home service areas vary from market to market and from
provider to provider, but generally are based upon metropolitan area boundaries
and travel patterns, licenses, and available network facilities. Home service
areas for wireless services may not equate to wireline local service areas,
which are established by different government regulation. SBC also provides
wireless services to non-SBC wireless telephone users roaming on SBC's wireless
networks. With the increased popularity and rapid growth of wireless services
and the number of providers, including PCS, across the nation, SBC has
experienced increased utilization of its wireless networks from non-SBC wireless
customers and corresponding growth in wireless roaming revenues.

Since certain regulatory restrictions were removed in 1996, SBC began offering
wireless long distance services to its traditional cellular customers. At
December 31, 1999, SBC had been selected as the long distance carrier by
approximately 86 percent of its traditional cellular customers. SBC provides
long distance services to all of its PCS wireless customers.

SBC offers digital wireless service, including enhanced features, in most of the
metropolitan areas where it is licensed to provide wireless service. SBC first
began providing commercial digital service in Chicago in July 1993. Digital
service improves sound quality, provides a greater degree of privacy on
individual calls, increases call-handling capacity of the networks, allows
additional service offerings, extends wireless telephone battery lives, and
increases security against cloning.

SBC currently provides local and nationwide paging services to approximately 1.5
million customers, most in the Midwest. SBC paging offers features such as fax
notification, voice mail, and numeric and alpha paging.

Comcast Acquisition

In July 1999, SBC completed the acquisition of Comcast Cellular Corporation
(Comcast), the wireless subsidiary of Comcast Corporation. Comcast offers analog
and digital wireless services to subscribers in Pennsylvania, Delaware, New
Jersey and Illinois. With the acquisition, SBC added approximately 862,000
subscribers.

Puerto Rico Acquisition

During 1999, SBC and Telefonos de Mexico, S.A. de C.V. (Telmex) completed the
acquisition of Cellular Communications of Puerto Rico (Cellular Communications)
adding approximately 375,000 subscribers in Puerto Rico and the United States
Virgin Islands. SBC owns a 50 percent equity stake in Cellular Communications.
Cellular Communications offers wireless services under the Cellular One brand
name. The company also offers paging and long distance service in Puerto Rico
and is planning to offer wireline phone service in San Juan as a CLEC.

Radiofone Acquisition

In March 2000, SBC completed the acquisition of Radiofone, Inc. (Radiofone).
Radiofone serves more than 200,000 wireless customers in Louisiana and Michigan,
and approximately 300,000 paging customers in 11 states.

Licenses

The FCC authorizes the licensing of multiple wireless carriers in each
geographic market. SBC's domestic cellular, paging and PCS services are provided
under various licenses granted by the FCC in each geographic market SBC serves.
Cellular and paging licenses are issued for a standard duration of ten years.
PCS licenses are issued for five years. Licenses are renewed upon demonstration
of compliance with the FCC's regulations and continued service to the public.

Information and Entertainment

The Information and Entertainment segment includes advertising, yellow and white
pages directories, electronic publishing, security monitoring services and cable
television services, excluding cable television services by SNET. The
Information and Entertainment operating segment provided approximately 10
percent of SBC's operating revenues in 1999.

Directory and Electronic Advertising Services

SBC's principal advertising, directory, yellow and white pages subsidiaries
operate primarily in the 13-state region. SBC, through its Information and
Entertainment subsidiaries publishes more than 122 million books representing
approximately 882 directories.

The Southwestern Bell and Ameritech branded directories are printed by R.R.
Donnelley & Sons. Pacific Bell and SNET branded directories are printed by
Quebecor World (USA) Inc.

In addition to traditional printed directories, SBC Interactive offers
SMARTpages on the Internet, located at http://www.smartpages.com providing
customers with national business listings, searchable by individual company name
and by topic category. The Ameritech Internet Yellow Pages, located at
http://www.yellowpages.net provides coverage of over 10 million United States
businesses and includes theme-oriented specialty guides.

Security Monitoring Services

SecurityLink offers a full array of electronic security products and services
for homes and businesses, including monitored burglar and fire alarm systems,
personal emergency response service, closed circuit television and electronic
access control.

Cable Television Services

SBC offers enhanced cable television services in the Chicago, Cleveland,
Columbus and Detroit metropolitan areas. As of December 31, 1999, SBC provides
cable services to approximately 281,000 customers in approximately 100
Midwestern communities. SBC has scaled back its expansion plans for new cable
franchises and is evaluating how the cable TV business fits strategically with
the rest of the business.

Cable Television Licenses

SBC's cable television systems are subject to Federal, state and local
regulation, including regulation by the FCC and local franchising authorities,
concerning rates, service and programming access. SBC has entered into
approximately 115 cable television franchise agreements with local government
authorities. Generally, these franchise agreements are in effect for a period of
15 years, and are transferable with regulatory approval.

International

The International segment includes all of SBC's international investments. SBC
has direct or indirect interests in businesses located in 23 countries outside
the United States, and as of December 31, 1999, has investments of approximately
$10.3 billion in international affiliates. SBC's international investments are
key to its global strategy. Businesses include local and long distance telephone
services, wireless communications, voice messaging, data services, video
services, Internet access, telecommunications equipment, and directory
publishing.

Europe

Through its various subsidiaries, SBC is the largest non-European
telecommunications investor in Europe and is positioned to access this large
telecommunications market.

SBC holds a 41.6 percent stake in Tele Danmark A/S (Tele Danmark), Denmark's
primary full-service communications operator. Tele Danmark serves approximately
3.5 million access lines, 1.1 million cellular customers and 825,000 cable
television customers. Tele Danmark has a 16.5 percent investment in Belgacom
S.A. (Belgacom) as well as investments in wireless services in Poland, the
Ukraine, Lithuania, Austria, Germany and Norway. It has investments in
competitive communications providers in Sweden, Germany, Switzerland, and the
Czech Republic. Tele Danmark also has investments in local telephone operations
in Hungary and an international digital transmission link through Russia, and
Korea and Japan. In addition, since 1998, Belgacom and Tele Danmark, through a
joint venture, have offered cellular service throughout the Netherlands.

In Belgium, SBC holds a 17.5 percent stake in Belgacom, the country's primary
full-service telecommunications operator and effectively controls 24.4 percent
of Belgacom when combined with its stake in Tele Danmark. With approximately 5.1
million access lines and more than 1.9 million cellular customers, Belgacom
provides local, long distance, cellular and other communications services and
offers directories and security services. Belgacom also has telecommunications
investments in France, the Netherlands, and Russia.

SBC holds a 15 percent equity interest in Cegetel S.A. (Cegetel), a holding
company, through a joint venture with France's Vivendi, a French diversified
public company. Cegetel owns 80 percent of Societe Francaise de Radiotelephone,
a nationwide cellular company with over 6.4 million customers.

In Germany, SBC, through its investment in Tele Danmark, indirectly owns 41.6
percent of Talkline Group, a cellular service provider and reseller. SBC also
owns Wer Liefert Was (WLW), a leading German-based publisher of
business-to-business directories for Germany, Austria, Switzerland, Belgium,
Luxembourg, the Netherlands, Croatia, Slovenia, Slovakia, and the Czech
Republic.

In Hungary, through a joint venture with Deutsche Telekom (DT), SBC and DT each
hold a 29.8 percent stake in MATAV, the country's primary full-service
telecommunications operator. MATAV provides local, long distance and
international telephone service and is the controlling shareowner in certain
cellular ventures. MATAV has approximately 2.9 million access lines in a country
of 10.5 million people and serves over 867,000 cellular subscribers.

In Norway, SBC has a direct 19.6 percent stake and effectively controls 27.9
percent in NetCom GSM (NetCom), through SBC's investment in Tele Danmark. NetCom
is one of the country's leading wireless telecommunications providers. With
approximately 720,000 customers, NetCom has a mobile infrastructure network
covering over 4.4 million persons.

SBC owns a 40 percent interest in diAx A.G (diAx), a consortium formed with
Switzerland's 6 largest electric utilities and other businesses, which offers
long distance, Internet and wireless services. Long distance services were
launched in May 1998 and wireless services in December 1998, and at year end
1999, diAx provided long distance services to 559,000 access lines (via equal
access) and 413,000 wireless subscribers.

Asia

Data traffic between Asia and North America is growing rapidly, driven in large
part by the increased popularity of the Internet. SBC has a 5.7 percent
investment in a consortium with China Telecom and twelve other
telecommunications companies that have laid high-speed undersea cable between
mainland China and the United States. SBC also has an approximate 5 percent
equity stake in a project to lay an undersea cable between Japan and the United
States. These cable networks are expected to meet trans-Pacific data and voice
traffic needs well into the future. The China cable project was made ready for
service in January 2000. The Japan cable project is scheduled to be completed in
2000.

SBC owns a 19.4 percent stake in TransAsia Telecommunications Inc. (TransAsia),
a consortium formed to provide cellular services in Taiwan's southern region,
headquartered in Kaohsiung. TransAsia serves over 478,000 cellular customers.

North America

Beyond its large United States presence, SBC is well positioned throughout North
America. The company has a 20 percent stake in Bell Canada, Canada's premier
telecommunications provider. Bell Canada offers a full range of services to more
than 11.2 million residential and business customers, including local, long
distance and wireless communications, Internet access, high-speed data services
and directories.

SBC also owns nearly a 9 percent equity share in Mexico's largest national
telecommunications provider of wireline and wireless services, Telmex, which
operates some 10.5 million access lines and serves more than 4.1 million
wireless customers. Through this relationship, SBC has worked with Telmex to
develop an advanced network, and has helped Telmex achieve its goal of enhanced
telephone service throughout Mexico.

South America

In January 2000, SBC and Telmex acquired a stake in Brazilian wireless provider
ATL - Algar Telecom Leste S.A. (ATL), which serves customers in Brazil's Rio de
Janeiro and Espirito Santo states. As part of the transaction, Williams
Communications will reduce its stake to a 50 percent economic interest in ATL.
SBC and Telmex will have the opportunity to subsequently increase their
investment to a 50 percent stake in ATL, but cannot do so until 2004; until
then, Algar retains an investment in ATL as well as voting and board control of
ATL in accordance with Brazilian regulations.

In June 1999, SBC sold its remaining investment interests in Chile.

Africa/Middle East

In 1997, SBC made a significant investment on the African continent when it
acquired an 18 percent ownership stake in Telkom, S.A. Limited (Telkom), South
Africa's state-owned local exchange, long distance, and cellular company.
Currently, Telkom serves 5.2 million access lines in South Africa, and also is
developing a second national wireless network, serving more than 2.1 million
wireless customers through Telkom's wireless subsidiary, Vodacom.

In Israel, SBC owns a 50 percent equity stake in the AUREC Group, a cable
television and publishing company. SBC also owns a 21.5 percent stake in Amdocs
Limited (Amdocs), a major supplier of billing and customer service software used
by telecommunications companies worldwide, and a 22 percent stake in a
consortium offering long distance service in Israel.

Financial information about foreign and domestic operations are included in Note
7 of the 1999 SBC Annual Report to Shareowners, and are incorporated herein by
reference pursuant to General Instruction G(2).

MAJOR CLASSES OF SERVICE

The following table sets forth the percentage of consolidated total operating
revenues by any class of service that accounted for 10 percent or more of SBC's
consolidated total operating revenues in any of the last three fiscal years.

- ----------------------------------------- -------------------------------------
Percentage of Consolidated Total
Operating Revenues
- ----------------------------------------- -------------------------------------

1999 1998 1997
- ----------------------------------------- ----------- ------------ ------------
Landline local service 38% 37% 37%
Wireless subscriber 12% 11% 11%
Network access 20% 21% 22%
- ----------------------------------------- ----------- ------------ ------------

Landline local service and network access revenues are included in the Wireline
segment's results of operations and each also exceeds 10 percent of Wireline's
total operating revenues. Wireless subscriber revenues are included in the
Wireless segment's results of operations and also exceeds 10 percent of
Wireless' total operating revenues.

GOVERNMENT REGULATION

In the in-region states, certain wireline subsidiaries are subject to regulation
by state commissions which have the power to regulate, in varying degrees,
intrastate rates and services, including local, long distance and network access
services. Certain wireline subsidiaries are also subject to the jurisdiction of
the FCC with respect to interstate and international rates and services,
including interstate access charges. Access charges are designed to compensate
the wireline subsidiaries for the use of their facilities for the origination or
termination of long distance and access services by other carriers. Cable
television operations are also subject to certain FCC and state or local
jurisdiction with respect to service requirements.

Additional information relating to Federal and state regulation of the wireline
subsidiaries is contained in the 1999 SBC Annual Report to Shareowners under the
heading "Regulatory Environment" beginning on page 12, and is incorporated
herein by reference pursuant to General Instruction G(2).

IMPORTANCE, DURATION AND EFFECT OF LICENSES

Certain SBC subsidiaries own or have licenses to various patents, copyrights,
trademarks and other intellectual property necessary to conduct business. SBC
also licenses other companies to use this intellectual property. SBC does not
believe that the expiration of any of its intellectual property rights, or the
nonrenewal of those rights, would have a material adverse affect on its results.

MAJOR CUSTOMER

No customer accounted for more than 10 percent of SBC's consolidated revenues in
1999, 1998 or 1997.

COMPETITION

Wireline and Wireless

Information relating to wireline and wireless competition is contained in the
1999 SBC Annual Report to Shareowners under the heading "Competition" beginning
on page 16, and is incorporated herein by reference pursuant to General
Instruction G(2).

Information and Entertainment

Information relating to directory and electronic advertising and publishing, and
cable television competition is contained in the 1999 SBC Annual Report to
Shareowners under the heading "Competition" beginning on page 16, and is
incorporated herein by reference pursuant to General Instruction G(2).

International

Information relating to international competition is contained in the 1999 SBC
Annual Report to Shareowners under the heading "Competition" beginning on page
16, and is incorporated herein by reference pursuant to General Instruction
G(2).

Customer Premises Equipment, Wireless Equipment and Other Equipment Sales

SBC faces significant competition from numerous companies in marketing its
telecommunications equipment.

RESEARCH AND DEVELOPMENT

The majority of the research and development activities are related to the
Wireline and Wireless segments of SBC. Applied research is conducted at SBC
Technology Resources, Inc. (TRI), a subsidiary of SBC. TRI provides research,
technology planning and evaluation services to SBC and its subsidiaries.

Certain company-sponsored basic and applied research was also conducted at
Telcordia Technologies (Telcordia), formerly Bell Communications Research, Inc.
(Bellcore). SBC had owned a three-seventh interest in Bellcore, with the
remainder being owned by other RHCs. In November 1997, the RHCs sold Bellcore to
a third party but continue to have a research agreement with Telcordia. The RHCs
have retained the activities of Telcordia that coordinate the Federal
Government's telecommunications requirements for national security and emergency
preparedness.

EMPLOYEES

As of December 31, 1999, SBC employed 204,530 persons. Approximately two-thirds
of the employees are represented by the Communications Workers of America (CWA)
and the International Brotherhood of Electrical Workers (IBEW). Collective
bargaining agreements between the CWA or the IBEW and SBC's subsidiaries are in
effect with varying dates of expiration in the years 2001 and 2002. Among other
items, the agreements specify an average 11 percent increase in wages over the
life of the contracts.

RECENT DEVELOPMENTS

In-Region Long Distance

On December 16, 1999, the Texas Public Utility Commission voted unanimously to
endorse SBC's application to enter the Texas interLATA long distance market. SBC
must also receive FCC approval and has filed its long distance application to
provide interLATA long distance with the FCC on January 10, 2000. The FCC has 90
days after filing to act on the application.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this form contains forward-looking statements that are
subject to risks and uncertainties. SBC claims the protection of the safe harbor
for forward-looking statements provided by the Private Securities Litigation
Reform Act of 1995.

The following factors could cause SBC's future results to differ materially from
those expressed in the forward-looking statements:

o Adverse economic changes in the markets served by SBC, or countries in
which SBC has significant investments.

o Changes in available technology.

o The final outcome of FCC rulemakings and judicial review, if any, of
such rulemakings, including issues relating to jurisdiction.

o The final outcome of state regulatory proceedings in SBC's 13-state
area, and judicial review, if any, of such proceedings, including
proceedings relating to interconnection terms, access charges,
universal service, unbundled network elements and resale rates, and
reciprocal compensation.

o Enactment of additional state, Federal and/or foreign regulatory laws
and regulations pertaining to SBC's subsidiaries and foreign
investments.

o The timing of entry and the extent of competition in the local and
intraLATA toll markets in SBC's 13-state area and SBC's entry into the
in-region long distance market.

o The impact of the Ameritech transaction, including performance with
respect to regulatory requirements and merger integration efforts.

o The timing and cost of deployment of SBC's broadband initiative also
known as Project Pronto, its effect on the carrying value of the
existing wireline network and the level of consumer demand for offered
services.

Readers are cautioned that other factors discussed in this report, although not
enumerated here, also could materially impact SBC's future earnings.

ITEM 2. PROPERTIES

The properties of SBC do not lend themselves to description by character and
location of principal units. At December 31, 1999, 92 percent of the property,
plant and equipment of SBC was owned by the Wireline subsidiaries. Outside plant
facilities, including telephone poles, cabling, wiring and conduits represented
41 percent of the Wireline subsidiaries' investment in telephone plant; central
office equipment represented 40 percent; land and buildings represented 9
percent; other equipment, comprised principally of furniture and office
equipment, vehicles and other work equipment, represented 8 percent; and other
miscellaneous property represented 2 percent.

ITEM 3. LEGAL PROCEEDINGS

SBC is a party to various legal and regulatory proceedings arising in the
ordinary course of business. While there can be no assurance as to the ultimate
outcome of any pending proceedings, as of the date of this report, SBC does not
believe that any pending legal proceedings to which SBC or its subsidiaries are
subject are required to be disclosed as material legal proceedings pursuant to
this item.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of shareowners in the fourth quarter of the
fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name Age Position Held Since
---- --- -------- ----------

Edward E. Whitacre Jr. 58 Chairman and Chief Executive Officer 1/1990

Royce S. Caldwell 61 Vice Chairman and President - SBC Operations 11/1999

James W. Callaway 53 Group President - SBC Services 11/1999

Cassandra C. Carr 55 Senior Executive Vice President - External Affairs 10/1998

James D. Ellis 56 Senior Executive Vice President and General Counsel 3/1989

Charles E. Foster 63 Group President - SBC 7/1995

Karen E. Jennings 49 Senior Executive Vice President - Human Resources 10/1998

James S. Kahan 52 Senior Executive Vice President - Corporate 7/1993
Development

Donald E. Kiernan 59 Senior Executive Vice President, Chief Financial 7/1993
Officer and Treasurer

Edward A. Mueller 52 President - SBC International Operations 11/1999

Stanley T. Sigman 52 Group President - SBC National Operations 11/1999

<FN>
All of the above executive officers have held high-level managerial positions
with SBC or its subsidiaries for more than the past five years, except for Ms.
Jennings, who has held high-level managerial positions since 1995. Prior to
that, Ms. Jennings held responsible managerial positions with SBC. Executive
officers are not appointed to a fixed term of office.
</FN>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The number of shareowners of record as of December 31, 1999 and 1998 were
1,038,807 and 1,005,621. During the fourth quarter of 1999, the Company sold
shares of common stock to non-employee directors pursuant to the Company's
Non-Employee Director Stock and Deferral Plan. Under the plan, a director may
make an annual election to receive all or part of his annual retainer or fees in
the form of SBC shares or deferred stock units (DSUs) that are convertible into
SBC shares. During this period, an aggregate of 3,270 SBC shares and DSUs were
purchased by non-employee directors at prices ranging from $47.50 to $52.00, in
each case the fair market value of the shares on the date of purchase. The
issuance of shares and DSUs were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933. Other information required by this Item is
included in the 1999 SBC Annual Report to Shareowners under the headings
"Quarterly Financial Information" on page 40, "Selected Financial and Operating
Data" on page 4, and "Stock Trading Information" on the back cover, which are
incorporated herein by reference pursuant to General Instruction G(2).

ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

Information required by this Item is included in the 1999 SBC Annual Report to
Shareowners under the heading "Selected Financial and Operating Data" on page 4
which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

Information required by this Item is included in the 1999 SBC Annual Report to
Shareowners on page 5 through page 20, which is incorporated herein by reference
pursuant to General Instruction G(2).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this Item is included in the 1999 SBC Annual Report to
Shareowners under the heading "Market Risk" on page 19 through page 20, which is
incorporated herein by reference pursuant to General Instruction G(2).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this Item is included in the 1999 SBC Annual Report to
Shareowners on page 21 through page 40, which is incorporated herein by
reference pursuant to General Instruction G(2).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

No changes in or disagreements with accountants have occurred on any accounting
or financial disclosure matters during the period covered by this report.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding executive officers required by Item 401 of Regulation S-K
is furnished in a separate disclosure at the end of Part I of this report since
the registrant did not furnish such information in its definitive proxy
statement prepared in accordance with Schedule 14A. Other information required
by this Item 10 is included in the registrant's definitive proxy statement,
dated March 10, 2000, under the heading "Board of Directors" beginning on page 4
and "Section 16(a) Beneficial Ownership Reporting Compliance" beginning on page
32 which is incorporated herein by reference pursuant to General Instruction
G(3).

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item is included in the registrant's definitive
proxy statement, dated March 10, 2000, under the headings "Compensation of
Directors" from page 14 through page 15, and "Compensation Committee Interlocks
and Insider Participation", "Executive Compensation", "Pension Plans", and
"Contracts with Management" from page 20 through page 31, which are incorporated
herein by reference pursuant to General Instruction G(3).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information required by this Item is included in the registrant's definitive
proxy statement, dated March 10, 2000, under the heading "Common Stock Ownership
of Directors and Officers" on page 16, which is incorporated herein by reference
pursuant to General Instruction G(3).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item is included in the registrant's definitive
proxy statement, dated March 10, 2000, under the heading "Compensation of
Directors" from page 14 through page 15 and "Contracts with Management" from
page 30 through 31, which are incorporated herein by reference pursuant to
General Instruction G(3).

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) Documents filed as a part of the report:
Page
---

(1) Report of Independent Auditors...................................... *
Financial Statements covered by Report of Independent Auditors:
Consolidated Statements of Income.................................. *
Consolidated Balance Sheets........................................ *
Consolidated Statements of Cash Flows.............................. *
Consolidated Statements of Shareowners' Equity..................... *
Notes to Consolidated Financial Statements......................... *

*Incorporated herein by reference to the appropriate portions of the
registrant's annual report to shareowners for the fiscal year ended
December 31, 1999. (See Part II.)

Page
---

(2) Financial Statement Schedules:
II - Valuation and Qualifying Accounts............................. 25

Financial statement schedules other than those listed above have been
omitted because the required information is contained in the financial
statements and notes thereto, or because such schedules are not required
or applicable.

(3) Exhibits:

Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as
exhibits hereto. Unless otherwise indicated, all exhibits so incorporated
are from File No. 1-8610.

Exhibit
Number
-----------

3-a Restated Certificate of Incorporation, filed with the Secretary of
State of Delaware on April 28, 1998. (Exhibit 3-a to Form 10-Q dated
March 31, 1998.)

3-b Certificate of Designation, filed with the Secretary of State of
Delaware on March 31, 1997.(Exhibit 3-b to Form 10-K for 1997.)

3-c Bylaws dated June 26, 1998. (Exhibit 3-c to Form 10-K for 1998.)

4-a Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), no instrument
which defines the rights of holders of long-term debt of the
registrant or any of its consolidated subsidiaries is filed herewith.
Pursuant to this regulation, the registrant hereby agrees to furnish
a copy of any such instrument to the SEC upon request.

4-b Support Agreement dated November 10, 1986, between SBC and SBC
Communications Capital Corporation. (Exhibit 4-b to Registration
Statement No. 33-11669.)

4-c Resolutions guaranteeing certain obligations of Pacific Telesis
Group. (Exhibit 4-g to Form 10-K for 1997.)

4-d Guaranty of certain obligations of Pacific Bell Telephone Company and
Southwestern Bell Telephone Company.

4-e Guaranty of certain obligations of Ameritech Capital Funding
Corporation, Illinois Bell Telephone Company, Indiana Bell Telephone
Company, Inc., Michigan Bell Telephone Company, The Ohio Bell
Telephone Company, Pacific Bell Telephone Company, Southern New
England Telecommunications Corporation, The Southern New England
Telephone Company, Southwestern Bell Telephone Company, Wisconsin
Bell, Inc.

10-a Short Term Incentive Plan. (Exhibit 10-a to Form 10-K for 1997.)

10-b Senior Management Long Term Incentive Plan. (Exhibit 10-b to Form
10-K for 1992.)

10-c Supplemental Life Insurance Plan. (Exhibit 10-c to Form 10-K for
1997.)

10-d Supplemental Retirement Income Plan. (Exhibit 10-d to Form 10-K
for 1997.)

10-e Senior Management Deferred Compensation Plan (effective for Units of
Participation Having a Unit Start Date Prior to January 1, 1988),
revised July 30, 1993. (Exhibit 10.5 to Registration Statement No.
33-54795.)

10-f Senior Management Deferred Compensation Plan of 1988 (effective for
Units of Participation Having a Unit Start Date of January 1, 1988 or
later), revised July 30, 1993. (Exhibit 10.6 to Registration
Statement No. 33-54795.)

10-g Senior Management Long Term Disability Plan. (Exhibit 10-f to Form
10-K for 1986.)

10-h Salary and Incentive Award Deferral Plan.

10-i Financial Counseling Program. (Exhibit 10-i to Form 10-K for
1997.)

10-j Supplemental Health Plan. (Exhibit 10-j to Form 10-K for 1997.)

10-k Retirement Plan for Non-Employee Directors. (Exhibit 10-k to Form
10-K for 1997.)

10-l Form of Indemnity Agreement, effective July 1, 1986, between SBC
and its directors and officers. (Appendix 1 to Definitive Proxy
Statement dated March 18, 1987.)

10-m Forms of Change of Control Severance Agreements for officers of SBC
and certain officers of SBC's subsidiaries (Exhibit 10-p to Form 10-K
for 1988.)

10-n Forms of Change of Control Severance Agreements for officers of SBC
and certain officers of SBC's subsidiaries (Approved November 21,
1997). (Exhibit 10-n to Form 10-K for 1997.)

10-o Stock Savings Plan.

10-p 1992 Stock Option Plan.

10-q Officer Retirement Savings Plan. (Exhibit 10-q to Form 10-K for
1997.)

10-r 1996 Stock and Incentive Plan.

10-s Non-Employee Director Stock and Deferral Plan. (Exhibit 10-s to
Form 10-K for 1997.)

10-t Pacific Telesis Group Deferred Compensation Plan for Nonemployee
Directors. (Exhibit 10gg to Form 10-K for 1996 of Pacific Telesis
Group (Reg. 1-8609).)

10-t(i)Resolutions amending the Plan, effective November 21,
1997. (Exhibit 10-v(i) to Form 10-K for 1997.)

10-u Pacific Telesis Group Outside Directors' Deferred Stock Unit Plan.
(Exhibit 10oo to Form 10-K for 1995 of Pacific Telesis Group (Reg.
1-8609).)

10-v Pacific Telesis Group 1996 Directors' Deferred Compensation Plan.
(Exhibit 10qq to Form 10-K for 1996 of Pacific Telesis Group (Reg.
1-8609).)

10-v(i)Resolutions amending the Plan, effective November 21, 1997.
(Exhibit 10-v(i) to Form 10-K for 1997.)

10-w Pacific Telesis Group 1994 Stock Incentive Plan. (Attachment A to
Pacific Telesis Group's 1994 Proxy Statement filed March 11,
1994, and amended March 14 and March 25, 1994.)

10-w(i)Resolutions amending the Plan, effective January 1, 1995.
(Attachment A to Pacific Telesis Group's 1995 Proxy
Statement, filed March 13, 1995.)

10-x Pacific Telesis Group Nonemployee Director Stock Option Plan.
(Exhibit A to Pacific Telesis Group's 1990 Proxy Statement filed
February 26, 1990.)

10-x(i)Resolutions amending the Plan, effective April 1, 1994.
(Exhibit 10xx(i) to Form 10-K for 1994 of Pacific Telesis
Group (Reg. 1-8609).)

10-y Agreement Regarding Change in Control, dated as of January 19, 1994,
between Ameritech and Richard C. Notebaert, together with a schedule
identifying another agreement in the same form (Exhibit 10mm to Form
10-K for 1993, File No. 1-8612).

12 Computation of Ratios of Earnings to Fixed Charges.

13 Portions of SBC's Annual Report to shareowners for the fiscal year
ended December 31, 1999. Only the information incorporated by
reference into this Form 10-K is included in the exhibit.

21 Subsidiaries of SBC.

23-a Consent of Ernst & Young LLP.

23-b Consent of Arthur Andersen LLP.

24 Powers of Attorney.

27-a Financial Data Schedule - December 31, 1999.

27-b Restated Financial Data Schedule - September 30, 1999.

27-c Restated Financial Data Schedule - June 30, 1999.

27-d Restated Financial Data Schedule - March 31, 1999.

27-e Restated Financial Data Schedule - December 31, 1998.

27-f Restated Financial Data Schedule - September 30, 1998.

27-g Restated Financial Data Schedule - June 30, 1998.

27-h Restated Financial Data Schedule - March 31, 1998.

27-i Restated Financial Data Schedule - December 31, 1997.

99-a Report of Independent Accountants Arthur Andersen LLP.

99-b Annual Report on Form 11-K for the SBC Savings Plan for the year 1999
to be filed under Form 10-K/A.

99-c Annual Report on Form 11-K for the SBC Savings and Security Plan for
the year 1999 to be filed under Form 10-K/A.

99-d Annual report on Form 11-K for the Ameritech Savings Plan for
Salaried Employees for the year 1999 to be filed under Form 10-K/A.

99-e Annual report on Form 11-K for the Ameritech Savings and Security
Plan for Non-Salaried Employees for the year 1999 to be filed under
Form 10-K/A.

SBC will furnish to shareowners upon request, and without charge, a copy of the
annual report to shareowners and the proxy statement, portions of which are
incorporated by reference in the Form 10-K. SBC will furnish any other exhibit
at cost.

(b) Reports on Form 8-K:

On October 12, 1999, SBC filed a Form 8-K, reporting on Item 2.
Acquisition or Disposition of Assets. In the report, SBC announced the
close of the merger with Ameritech Corporation on October 8, 1999.

On October 19, 1999, SBC filed a Form 8-K, reporting on Item 5. Other
Events and Item 7. Financial Statements and Exhibits. In the report, SBC
disclosed a press release announcing the launch of a $6 billion broadband
initiative.

On October 29, 1999, SBC filed a Form 8-K, reporting on Item 5. Other
Events and Item 7. Financial Statements and Exhibits. In the report, SBC
disclosed a press release announcing third quarter earnings and containing
unaudited pro forma combined financial statements reflecting the merger of
a subsidiary of SBC and Ameritech Corporation.

SBC COMMUNICATIONS INC. Schedule II - Sheet 1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Allowance for Uncollectibles
Dollars in Millions

- -------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------------------
Additions
-------------------------------
(1) (2)
Charged
Balance at Charged to Other Balance
Beginning of to Costs and Accounts Deductions at End of
Description Period Expenses-Note -Note (b) -Note (c) Period
(a)
- -------------------------------------------------------------------------------------------------------------------

Year 1999.............................. $ 810 1,136 596 1,443 $ 1,099
Year 1998.............................. $ 737 896 603 1,426 $ 810
Year 1997.............................. $ 659 938 809 1,669 $ 737

<FN>
(a) Excludes direct charges and credits to expense on the statements of income
and reinvested earnings related to interexchange carrier receivables.

(b) Includes amounts previously written off which were credited directly to
this account when recovered and amounts related to long-distance carrier
receivables which are being billed by SBC.

SBC COMMUNICATIONS INC. Schedule II - Sheet 2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Accumulated Amortization of Intangibles
Dollars in Millions

- ---------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------------------------------------
Additions
-------------------------------
(1) (2)

Balance at Charged Balance
Beginning of Charged to Other at End of
Description Period to Expense Accounts Deductions Period
- ---------------------------------------------------------------------------------------------------------------------

Year 1999.............................. $ 1,111 378 8 172 $ 1,325
Year 1998.............................. $ 1,485 275 3 652(a) $ 1,111
Year 1997.............................. $ 971 504 62 52 $ 1,485

<FN>
(a) Primarily related to the disposition of SBC Media Ventures, Inc. and an impairment of
an investment in wireless video.
</FN>

SBC COMMUNICATIONS INC. Schedule II - Sheet 3
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Reserve for Restructuring
Dollars in Millions

Balance at Charged Charged Balance
Beginning of to Costs and to Other Deductions at End of
Description Period Expenses Accounts -Note (a) Period
- ---------------------------------------------------------------------------------------------------------------------

Year 1999.............................. $ 123 5 - 114 $ 14
Year 1998.............................. $ 86 104 - 67 $ 123
Year 1997.............................. $ 226 - - 140 $ 86

<FN>
(a) Includes $99 in 1999 and $30 in 1998 that was reversed to other operating
expenses for amounts no longer required.
</FN>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 10th day of
March, 2000.

SBC COMMUNICATIONS INC.

By /s/ Donald E. Kiernan
-----------------------------
(Donald E. Kiernan
Senior Executive Vice President,
Chief Financial Officer and Treasurer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Principal Executive Officer:
Edward E. Whitacre, Jr.*
Chairman and
Chief Executive Officer

Principal Financial and
Accounting Officer:
Donald E. Kiernan
Senior Executive Vice President, Chief
Financial Officer and Treasurer

/s/ Donald E. Kiernan
-----------------------------
(Donald E. Kiernan, as attorney-in-fact
and on his own behalf as Principal
Financial Officer and Principal
Accounting Officer)

March 10, 2000

Directors:
- --------------------------------------- ----------------------------------------
Edward E. Whitacre, Jr.* Charles F. Knight*
Clarence C. Barksdale* Lynn M. Martin*
James E. Barnes* John B. McCoy*
August A. Busch III* Mary S. Metz*
Royce S. Caldwell* Toni Rembe*
Ruben R. Cardenas* S. Donley Ritchey*
William P. Clark* Joyce M. Roche'*
Martin K. Eby, Jr.* Richard M. Rosenberg*
Herman E. Gallegos* Carlos Slim Helu'*
Jess T. Hay* Laura D'Andrea Tyson*
James A. Henderson* Patricia P. Upton*
Bobby R. Inman*
- --------------------------------------- ----------------------------------------

* by power of attorney

EXHIBIT INDEX

Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as exhibits
hereto. Unless otherwise indicated, all exhibits so incorporated are from
File No. 1-8610.

Exhibit
Number
---------