Exhibit 10-s













                               Non-Employee Director
                              Stock and Deferral Plan















                                    Plan Effective Date:    November 21, 1997
                                    As Amended Through:     November 17, 2000

Contents

Article 1. Purpose ..........................................................1

Article 2. Definitions.......................................................1

Article 3. Eligibility and Administration....................................2
      3.1   Eligibility......................................................2
      3.2   The Human Resources Committee....................................2
      3.3   Administration by the Committee..................................2
      3.4   Decisions Binding................................................2

Article 4. Payment of Annual Retainer........................................2
      4.1   Form of Annual Retainer..........................................2
      4.2   Payment of Shares................................................2
      4.3   Holding Period for Shares........................................3

Article 5. Award of Stock Units for Non-Employee Directors...................3
      5.1   Award of Deferred Stock Units for Non-Employee Directors.........3
      5.2   Award of Deferred Stock Units for New Non-Employee Directors.....3
      5.3   Deferral of Retainers, Committee Fees, and Meeting Fees
              into Stock Units...............................................3
      5.4   Payout of Deferred Stock Units...................................4
      5.5   Stock Units......................................................4
      5.6   Holding Period for Shares........................................4

Article 6. Cash Deferral Account.............................................4
      6.1   Cash Deferral Account............................................4
      6.2   Cash Deferral Elections..........................................5
      6.3   Interest on Cash Deferral Accounts...............................5
      6.4   Form and Timing of Payout of Cash Deferral Accounts..............5
      6.5   Conversion of a Participant's Cash Deferral Account
              to Deferred Stock Units........................................6

Article 7. Amendment, Modification, and Termination..........................6
      7.1   Amendment, Modification, and Termination.........................6
      7.2   Awards Previously Granted........................................6

Article 8. Miscellaneous.....................................................6
      8.1   Competition......................................................6
      8.2   Elections........................................................6
      8.3   Assignment.......................................................7
      8.4   Severability.....................................................7
      8.5   Death of a Director/Beneficiary Designation......................7
      8.6   No Right of Nomination...........................................7
      8.7   Shares Available/Fractional Shares...............................7
      8.8   Successors.......................................................7
      8.9   Requirements of Law..............................................7
      8.10  Governing Law....................................................8
      8.11  Adjustments......................................................8

SBC Communications Inc.
Non-Employee Director Stock and Deferral Plan

Article 1. Purpose

      The purpose of the Non-Employee Director Stock and Deferral Plan (the "Plan")
(formerly the Deferred Compensation Plan for Non-Employee Directors) is to promote
the achievement of long-term objectives of SBC Communications Inc. ("SBC" or the
"Company") by linking the personal interests of Non-Employee Directors to those of
the Company's shareholders and to attract and retain Non-Employee Directors of
outstanding competence.


Article 2. Definitions

      Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the defined meaning is intended, the initial letter of the
word is capitalized:

      (a)   "Award" means, individually or collectively, an award under this Plan
            of Stock Units.
      (b)   "Board" or "Board of Directors" means the Board of Directors of the
            Company.
      (c)   "Committee" means the Human Resources Committee of the Board of
            Directors of the Company.
      (d)   "Company" means SBC Communications Inc., a Delaware corporation,
            together with any and all Subsidiaries.
      (e)   "Director" means any individual who is a member of the Board of
            Directors of the Company, including Advisory Directors.
      (f)   "Employee" means any full-time, nonunion, salaried employee of the
            Company or of the Company's Subsidiaries.  For purposes of the Plan, an
            individual whose only employment relationship with the Company is as a
            Director shall not be deemed to be an Employee.
      (g)   "Fair Market Value" or "FMV" shall mean the closing price on the New
            York Stock Exchange ("NYSE") for Shares on the relevant date, or if
            such date was not a trading day, the next preceding trading date, all
            as determined by the Company.  A trading day is any day that the Shares
            are traded on the NYSE.  In lieu of the foregoing, the Board may select
            any other index or measurement to determine the FMV of Shares under the
            Plan.
      (h)   "Non-Employee Director" means any individual who is a member of the
            Board of Directors of the Company, but who is not otherwise an Employee
            of the Company, nor has otherwise been an Employee of the Company.
      (i)   "Participant" means a person who is entitled to participate in the Plan.
      (j)   "Shares" means shares of Common Stock of the Company, par value one
            dollar ($1.00) per share.
      (k)   "Stock Unit" or "Unit" means an Award acquired by a Participant as a measure
            of participation under the Plan, and having a value equal to a Share.


Article 3. Eligibility and Administration

3.1   Eligibility.  Persons eligible to participate in the Plan are limited to
Non-Employee Directors.

3.2   The Human Resources Committee.  The Plan shall be administered by the Human
Resources Committee of the Board of Directors of the Company, subject to the
restrictions set forth in the Plan.

3.3   Administration by the Committee.  The Committee shall have the full power,
discretion, and authority to interpret and administer the Plan in a manner
consistent with the Plan's provisions.  However, in no event shall the Committee
have the power to determine Plan eligibility, or to determine the number, the
value, the vesting period, or the timing of Awards to be made under the Plan (all
such determinations being automatic pursuant to the provisions of the Plan).

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


Article 4. Payment of Annual Retainer

4.1   Form of Annual Retainer.  In lieu of receiving the annual retainer (which
term, as used in this Plan, shall include any additional annual retainer for
committee chairman) in cash, effective for payments on or after January 1, 1998, a
Non-Employee Director may elect to receive all (100%) or fifty percent (50%) of the
Director's annual retainer in the form of Shares.  Such election shall be made
prior to the beginning of, and will be effective for, the calendar year in which
the annual retainer will be paid.  Each election shall become irrevocable as of the
last day such election may be made.  Provided, however, Non-Employee Directors not
serving on the Board prior to January 1, 1998, may, at any time within thirty (30)
days of their original election to the Board, make an irrevocable election with
respect to payments not yet made, effective for the then current calendar year.
Unless the Non-Employee Director notifies the Secretary of the Company otherwise
prior to the beginning of each subsequent calendar year, the election will renew
automatically for an additional calendar year.

4.2   Payment of Shares.  One fourth of the annual retainer is paid in advance on
the first day of each quarter (if not a business day, then the next preceding
business day) and is fully earned on that date.  A Director whose term will expire
during the quarter and who is not nominated for re-election will receive a
pro-rated quarterly retainer.  For their first retainer payment only, newly elected
Non-Employee Directors are paid the first day of the quarter next occurring on a
pro-rata basis.  When the retainer is increased after the first day of a calendar
quarter, the increased amount will be paid the first day of the following quarter.
Each fraction of a month is considered a whole month.  The Shares paid pursuant to
Section 4.1 shall be delivered as soon as administratively possible following the
scheduled retainer payment date.  The number of Shares to be paid shall equal the
portion of the quarterly retainer being taken in stock, divided by the Fair Market
Value of a Share on the date of the scheduled payment of the retainer.  Any
fractional Share shall be paid in cash as provided hereunder.

4.3   Holding Period for Shares.  Any Shares acquired by a Director under this
Article 4 may not be sold for one year after acquisition.  Thereafter, such Shares
shall only be sold pursuant to an effective registration statement or pursuant to
an exemption from the Securities Act of 1933, including sales pursuant to Rule 144
thereunder.  The Company may place a legend on the certificates for such Shares
evidencing this restriction.


Article 5. Award of Stock Units for Non-Employee Directors

5.1   Award of Deferred Stock Units for Non-Employee Directors.  Commencing
November 21, 1997, and then effective the day of each annual meeting of the
Company's shareholders thereafter, each Non-Employee Director shall be Awarded that
number of Stock Units that is equal to: (a) fifty percent (50%) of the annual
retainer as in effect at the time of the Award divided by (b) the Fair Market Value
of a Share on the date of the Award.  Effective with the annual meeting in 2001,
the percentage in (a), above, shall be increased to one hundred fifty percent
(150%).  Each Award is intended to be in consideration for service until the next
annual meeting of shareholders, but will be fully earned on the date of the Award.
Provided, however, if the Director terminates service on or before the day of the
annual meeting of shareholders, the Award to be paid on such meeting date will not
be issued.

5.2   Award of Deferred Stock Units for New Non-Employee Directors.  The following
applies only to Non-Employee Directors who originally became a Non-Employee
Director after November 21, 1997.  Each Non-Employee Director shall receive an
annual Award of Stock Units effective the day of the annual meeting of
shareholders.  The number of Stock Units in each such Award shall equal thirteen
thousand dollars ($13,000), divided by the Fair Market Value of a Share on the date
of the Award.  Each Award is intended to be in consideration for service until the
next annual meeting of shareholders, but will be fully earned on the date of the
Award.  If the Director terminates service on the day of the annual meeting of
shareholders, no such Award will be issued.  No Director shall receive more than
ten (10) Awards under this Section 5.2.

5.3   Deferral of Retainers, Committee Fees, and Meeting Fees into Stock Units.
Effective for payments on or after January 1, 1998, each Non-Employee Director may
elect to defer all (100%) or fifty percent (50%) of the cash portion of the
Director's annual retainer into Stock Units.  In addition, a Non-Employee Director
may elect to defer all (100%) of the Director's Board and committee fees
(collectively "Fees") into Stock Units.  The number of Stock Units acquired shall
equal the Fees and/or the portion of the annual retainer being deferred into Stock
Units, divided by the Fair Market Value of a Share on the date of the scheduled
payment of the Fees.

      Any deferral election under this Section 5.3 shall be made prior to the
beginning of, and will be effective for, the calendar year in which such payments
would otherwise be made.  Each such election shall become irrevocable as of the
last day such election may be made.  Provided, however, Non-Employee Directors not
serving on the Board prior to January 1, 1998, may, at any time within thirty (30)
days of their original election to the Board, make an irrevocable election with
respect to payments not yet made, effective for the then current calendar year.
Unless the Non-Employee Director notifies the Secretary of the Company otherwise
prior to the beginning of each subsequent calendar year, each election hereunder
will renew automatically for an additional calendar year.

5.4   Payout of Deferred Stock Units.  All Stock Units shall be paid out in the
form of one Share for each Stock Unit.  The Participant shall elect the timing of
the payout for Stock Unit Awards no later than the calendar year prior to the first
scheduled payment of such Stock Units; any prior elections by the Participant shall
become irrevocable at that time.  One election will apply to all Stock Units,
whether from deferrals, annual Awards or otherwise.  Stock Units acquired under
this Plan shall be paid out in a lump sum payment or in up to fifteen (15) annual
installments, as elected by the Participant.  The lump sum payment or the first
installment, as the case may be, shall be payable on the first day of February of
the year following the calendar year of the termination of the Participant's
service as a Director.  All annual installments thereafter shall be payable on the
anniversary of the first such payment.  If the Director fails to make a timely
election as to the number of installments, the Stock Units shall be paid out in
four (4) annual installments.

      For Participants electing a payout of Stock Units in installments, the number
of Stock Units to be paid out in each installment shall equal the number of Stock
Units available for payout, divided by the number of remaining installments
(including the installment being made).  A fractional Stock Unit shall be paid in
cash.

5.5   Stock Units.  Each Stock Unit shall represent an unfunded and unsecured
promise by SBC to issue a Share.  On the record date for cash dividends payable on
a Share, Participants holding Stock Units shall earn dividend equivalents paid in
the form of additional Stock Units added to their account.  The number of Stock
Units so added shall equal the dividends on an equal number of Shares, divided by
the Fair Market Value of a Share on the record date.

5.6   Holding Period for Shares.  Any Shares acquired by a Director under this
Article 5 may not be sold for one year after acquisition.  Thereafter, such Shares
shall only be sold pursuant to an effective registration statement or pursuant to
an exemption from the Securities Act of 1933, including sales pursuant to Rule 144
thereunder.  The Company may place a legend on the certificates for such Shares
evidencing this restriction.


Article 6. Cash Deferral Account

6.1   Cash Deferral Account.  A cash deferral account (the "Cash Deferral Account")
shall be established and maintained by the Company for each Participant that makes
a cash deferral under the Plan.  Each Cash Deferral Account shall be credited as of
the date the amount deferred otherwise would have become due and payable to the
Participant and shall be credited to reflect the interest return thereon.  The
establishment and maintenance of such Cash Deferral Accounts, however, shall not be
construed as entitling any Participant to any specific assets of the Company and
shall represent an unfunded and unsecured promise of the Company the amounts due
thereunder.

6.2   Cash Deferral Elections.  Effective for payments on or after January 1, 1998,
each Non-Employee Director may elect to defer all (100%) or fifty percent (50%) of
the cash portion of the Director's annual retainer into the Director's Cash
Deferral Account.  In addition, a Non-Employee Director may elect to defer all
(100%) of the Director's Board and committee fees (collectively "Fees") into the
Director's Cash Deferral Account.

      Any deferral election under this Section 6.2 shall be made prior to the
beginning of, and will be effective for, the calendar year in which such payments
would otherwise be made.  Each such election shall become irrevocable as of the
last day such election may be made.  Provided, however, Non-Employee Directors not
serving on the Board prior to January 1, 1998, may, at any time within thirty (30)
days of their original election to the Board, make an irrevocable election with
respect to payments not yet made, effective for the then current calendar year.
Unless the Non-Employee Director notifies the Secretary of the Company otherwise
prior to the beginning of each subsequent calendar year, each election hereunder
will renew automatically for an additional calendar year.

      Deferral elections under the Plan made prior to November 21, 1997, shall
remain in place through the end of 1997, and all such deferrals shall be credited
to the Cash Deferral Account and continue to earn interest in accordance with
Section 6.3.  Any new Non-Employee Director joining the Board after November 21,
1997, and before January 1, 1998, may make an election with respect to 1997 annual
retainers and fees in accordance with the Plan as it read immediately prior to the
modifications of November 21, 1997.

6.3   Interest on Cash Deferral Accounts.  The annual rate of interest on amounts
in the Cash Deferral Accounts for 1997 and subsequent calendar years shall be the
Moody's Corporate Bond Yield Average-Monthly Average Corporates as published by
Moody's Investor Service, Inc. (or any successor thereto) for the month of
September before the calendar year in question (if such yield is no longer
published, a substantially similar average selected by the Human Resources
Committee) or such other rate as the Human Resources Committee shall determine
prior to the year for which the interest rate would be applicable.  Interest shall
be credited quarterly, in arrears.

6.4   Form and Timing of Payout of Cash Deferral Accounts.  Cash Deferral Accounts
shall be paid out in cash.  The Participant shall elect the timing of the payout
for Participant's Cash Deferral Account no later than the calendar year prior to
the first scheduled payment thereof; any prior elections by the Participant shall
become irrevocable at that time.  One election shall apply to a Participant's
entire Cash Deferral Account.  A Participant's Cash Deferral Account shall be paid
out in a lump sum payment or in up to fifteen (15) annual installments, as elected
by the Participant.  The lump sum payment or the first installment, as the case may
be, shall be payable on the first day of February of the year following the
calendar year of the termination of the Participant's service as a Director.  All
annual installments thereafter shall be payable on the anniversary of the first
such payment.  If the Director fails to make a timely election as to the number of
installments, the Participant's Cash Deferral Account shall be paid out in four (4)
annual installments.  Each installment shall equal the amount available for payout,
divided by the number of remaining installments (including the installment being
made).

6.5   Conversion of a Participant's Cash Deferral Account to Deferred Stock Units.
Each year, on or before the tenth day following the Company's public release of its
annual summary statement of earnings (typically in January of each year) (such
tenth day to be the "Conversion Date"), a Non-Employee Director may elect to
convert all or part of the balance of his or her Cash Deferral Account into Stock
Units, effective the Conversion Date.  Each such election shall become irrevocable
as of the last day such election may be made.  A Non-Employee Director who elects
to convert his or her Cash Deferral Account shall receive the number of Stock Units
found by dividing the Non-Employee Director's balance in the Cash Deferral Account
as of such Conversion Date, together with all accrued but not yet credited
interest, or such lesser amount of the Cash Deferral Account elected by the
Non-Employee Director, by the Fair Market Value of a Share on such date.  Upon such
conversion, the Participant's Cash Deferral Account shall be reduced by the amount
so converted.


Article 7. Amendment, Modification, and Termination

7.1   Amendment, Modification, and Termination.  Subject to the terms set forth in
this Article 7, the Board may terminate, amend, or modify the Plan at any time and
from time to time.

7.2   Awards Previously Granted.  Unless required by law, no termination,
amendment, or modification of the Plan shall in any material manner adversely
affect any Award previously provided under the Plan, without the written consent of
the Participant holding the Award.


Article 8. Miscellaneous

8.1   Competition.  Notwithstanding any election hereunder, in the event a Director
ceases to be a Director of the Company and becomes a proprietor, officer, partner,
employee, director or otherwise becomes affiliated with any business that is in
competition with the Company or any of its subsidiaries, or becomes employed by any
governmental agency having jurisdiction over the activities of the Company or any
of its subsidiaries, all as determined by the Committee in its sole discretion, the
entire balance hereunder may be immediately paid out at the election of the
Company, in which case no further amounts may be earned under this Plan.

8.2   Elections.  All elections and notices of any kind hereunder shall be in
writing and provided to the Secretary of the Company in a form prescribed by the
Secretary.

8.3   Assignment.  Except as otherwise provided herein, no rights under this Plan
may be assigned by a Participant.

8.4   Severability.  In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

8.5   Death of a Director/Beneficiary Designation.  Each Participant under the Plan
may, from time to time, name any beneficiary or beneficiaries (who may be named
primarily or contingently) to whom any benefit under the Plan is to be paid in the
event of his or her death.  Each designation will revoke all prior designations by
the same Participant, shall be in a form prescribed by the Secretary of SBC, and
will be effective only when filed by the Participant in writing with the Secretary
during his or her lifetime.  In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

      In the event of the death of a Participant before full payment of all amounts
due hereunder, the balance shall be paid in a lump sum as soon as administratively
possible in accordance with the foregoing.  Notwithstanding this, if the
Participant so elects as part of the Participant's deferral elections, the Stock
Units and/or the Cash Deferral Account will be paid out in the number of annual
installments elected by the Participant, beginning on the first day of the month
following the Participant's death and occurring annually thereafter; provided,
however, if distributions to the Participant have already commenced at the time of
the Participant's death, then under this election, distributions will continue as
scheduled.

8.6   No Right of Nomination.  Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director for reelection by the
Company's shareholders.

8.7   Shares Available/Fractional Shares.  The Shares delivered under the Plan may
be either authorized but unissued Shares, or Shares which have been or may be
reacquired by the Company, as determined from time to time by the Board.

      In no case shall a fractional Share be issued under this Plan.  Any
fractional Share payable hereunder, upon the conversion of a Stock Unit or
otherwise, shall be payable in cash in an amount equal to such fraction of a Share
times the Fair Market Value of a Share on the date the fractional Share would
otherwise be payable.

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

8.9   Requirements of Law.  The granting of Awards under the Plan shall be subject
to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

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

8.11  Adjustments.  In the event of a merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, stock split, share
combination, or other change in the corporate structure of SBC affecting SBC
Shares, such adjustment shall be made in the number and characteristics of
outstanding Stock Units and/or the number and class of securities into which the
Stock Units may be converted, in each case as may be determined to be appropriate
and equitable by the Board of Directors, in its sole discretion, to prevent
dilution or enlargement of rights.