_________________
Date of report (Date of earliest event reported) September 24, 2004
SBC COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
1-8610 43-1301883
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Identification No.)
Incorporation)
175 E. Houston, San Antonio, Texas 78205
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (210) 821-4105
__________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |_| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |_| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |_| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
| |_| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On September 24, 2004, SBC Communications Inc. amended Section 5.2 of the Non-Employee Director Stock and Deferral Plan. Section 5.2 provides for an annual grant of $13,000 of deferred Stock Units for up to 10 years to Directors who join the Board after 1997. The amendment eliminates this benefit for Directors who join the Board on or after September 24, 2004. SBC has not added a new Director since 1998.
(c) Exhibits
| Exhibit No. | Description |
| 10.1 | Section 5.2 of Non-Employee Director Stock and Deferral Plan |
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 hereunto duly authorized.
| SBC Communications Inc. | |
By: /s/ Wayne Wirtz | |
| Wayne Wirtz | |
| Assistant Secretary |
Date: September 30, 2004