FORM 11-K

ANNUAL REPORT

Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Commission File Number l-8610
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
SBC PAYSOP

B. Name of the issuer of the securities held pursuant to the
plan and the address of its principal executive office:
SBC COMMUNICATIONS INC.

175 E. Houston, San Antonio, Texas 78205



                                                  SBC PAYSOP


                           Financial Statements, Supplemental Schedules and Exhibits


                                               Table of Contents

Report of Independent Auditors Ernst & Young LLP......................................1
Report of Independent Auditors McConnell & Jones LLP..................................2


Financial Statements:

  Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000....3
  Statement of Changes in Net Assets Available for Benefits for the
  Year Ended December 31, 2001 .......................................................4
  Notes to Financial Statements ......................................................5


Supplemental Schedules:

  Schedule H, Line 4i - Schedule of Assets (Held at End of Year) .....................9
  Schedule H, Line 4j - Schedule of Reportable Transactions .........................10


Exhibits:

   23-a Consent of Ernst & Young LLP
   23-b Consent of McConnell & Jones LLP








                                        Report of Independent Auditors



SBC Communications Inc.,
Plan Administrator for SBC PAYSOP

We have audited the accompanying statement of net assets available for benefits of SBC PAYSOP as of
December 31, 2001, and the related statement of changes in net assets available for benefits for the year then
ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net
assets available for benefits of the Plan at December 31, 2001, and the changes in its net assets available
for benefits for the year then ended, in conformity with accounting principles generally accepted in the
United States.

Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole.
The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2001, and
reportable transactions for the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.  These supplemental schedules are the responsibility of the Plan's management.  The supplemental
schedules have been subjected to the auditing procedures applied in our audit of the financial statements
and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken
as a whole.

July 31, 2002                                             /s/ ERNST & YOUNG LLP






                                        Report of Independent Auditors



SBC Communications Inc.,
Plan Administrator for SBC PAYSOP

We have audited the accompanying statement of net assets available for benefits of the SBC PAYSOP (the
"Plan") as of December 31, 2000.  This financial statement is the responsibility of the Plan's management.
Our responsibility is to express an opinion on this financial statement based on our audit.

Our audit was performed for the purpose of forming an opinion on the financial statement taken as a whole.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statement is free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statement.  An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net
assets available for benefits of the Plan at December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

                                                          /s/ McConnell & Jones LLP


Houston, Texas
September 21, 2001






                                                  SBC PAYSOP

                                Statements of Net Assets Available for Benefits
                                            (Dollars in Thousands)


                                                                   December 31
                                                               2001           2000
                                                          ------------------------------
Assets
Investment in common stock of SBC Communications Inc.,
  at fair value                                              $  156,497     $  227,520
Cash equivalents                                                     42             70
                                                          ------------------------------

Net assets available for benefits                            $  156,539     $  227,590
                                                          ==============================




See accompanying notes.





                                                  SBC PAYSOP

                           Statement of Changes in Net Assets Available for Benefits

                                         Year Ended December 31, 2001
                                            (Dollars in Thousands)


Additions:
  Dividend income                                                          $    4,432
  Interest income                                                                  72
                                                                        ----------------

Total additions                                                                 4,504
                                                                        ----------------

Deductions:
  Net depreciation of SBC Communications Inc. common shares                    35,928
  Distributions to participants                                                39,527
  Expenses                                                                        100
                                                                        ----------------

Total deductions                                                               75,555
                                                                        ----------------
Net increase (decrease)                                                       (71,051)

Net assets available for benefits, beginning of year                          227,590
                                                                        ----------------

Net assets available for benefits, end of year                             $  156,539
                                                                        ================




See accompanying notes.







                                                  SBC PAYSOP

                                         Notes to Financial Statements

                                          December 31, 2001 and 2000
                                            (Dollars in Thousands)


1.  Plan Description

The SBC PAYSOP (the Plan) was established by SBC Communications Inc. (SBC) during 1983 as a result of the
disaggregation of the Bell System Employee Stock Ownership Plan.  The Plan was established to provide shares
of SBC common stock to eligible employees of participating SBC companies.

The following description of the Plan provides only general information.  The Plan text and prospectus
include complete descriptions of Plan provisions.  The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).

Contributions for years prior to the 1987 plan year were in amounts equal to the credit claimed by SBC on its
consolidated federal income tax return pursuant to Section 41 of the Internal Revenue Code of 1954 (IRC).
This credit was one-half of one percent of compensation paid or accrued for all participants during the plan
year up to a maximum of $100 per participant.

The Tax Reform Act of 1986 repealed the income tax credit on employee stock ownership plan contributions for
compensation paid or accrued after December 31, 1986. No contributions were made to the Plan beginning with
the 1987 plan year.  Employees with a balance in the Plan on December 31, 1986 are eligible for participation
in the Plan and continue to maintain a balance in the Plan.  Employees who did not have a balance in the Plan
at that time are not eligible to participate.

Although it has not expressed any intent to do so, SBC has the right under the Plan to terminate the Plan at
any time subject to the provisions of ERISA.  In the event that the Plan is terminated, subject to the
conditions set forth by ERISA, the Plan provides that the net assets be distributed to participants in
amounts equal to their respective interests in such assets.

2.  Summary of Significant Accounting Policies

The fair value of SBC common stock is determined on the basis of the closing price per share on the valuation
date as reported at the official close of the New York Stock Exchange.  Temporary cash investments are valued
at cost, which approximates fair value.  Purchases and sales of securities are reflected as of the trade
date.  Dividend income is recognized on the ex-dividend date.  Interest earned on investments is recognized
on the accrual basis.

Expenses incurred to administer the Plan are paid by SBC.  A portion of these expenses, up to $100,000 per
year, is reimbursed by the Plan to SBC.

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from those estimates.

3.  Allocations and Distributions to Participants

The Plan maintains an account for each participant.  Distribution of the shares allocated to a participant's
account is made to a participant no later than April of the plan year following the plan year in which the
participant attains age 70 1/2, or to a beneficiary as soon as practicable after the participant's death.  If
a participant remains an active employee beyond the year the participant turns age 70 1/2, the participant's
account will begin to be distributed no later than April of the following year.  For each distribution, the
participant or beneficiary receives stock.

All quarterly dividends for a year earned on shares in participants' accounts are held in an interest-bearing
account until paid to participants on an annual basis in November of each year.  Earnings attributable to
dividends pending distribution which exceed administrative expenses paid by the Plan are used to purchase
additional shares of SBC common stock.  These shares are proportionately allocated to each participant's
account.

4.  Tax Status

The Internal Revenue Service (IRS) issued a determination letter on November 4, 1996, stating that the Plan
and related trust are designed in accordance with applicable sections of the IRC.  The Plan has been amended
since the determination letter was received.  The Plan Administrator believes that the Plan is currently
designed and is operating in compliance with the applicable requirements of the IRC.

On February 28, 2002, the Plan filed for, but has not yet received, a new tax determination letter from the
IRS to reflect legally required changes and other changes made to the Plan since the previous determination
letter was issued.

5.  Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the
Form 5500 as of December 31:

                                                               2001           2000
                                                         --------------------------------

  Net assets available for benefits per the financial
    statements                                              $  156,539      $  227,590

  Less: Distributions payable to participants                   (2,767)              -
                                                         --------------------------------

  Net assets available for benefits per the Form 5500       $  153,772      $  227,590
                                                         ================================

The following is a reconciliation of benefits paid to participants per the financial statements to the Form
5500 for the year ended December 31, 2001:

  Distributions to participants per the financial statements               $  39,527

  Add: distributions payable to participants at December 31, 2001              2,767

  Less: distributions payable to participants at December 31, 2000                 -
                                                                        ----------------

  Distributions to participants per the Form 5500                          $  42,294
                                                                        ================

Distributions payable to participants are recorded on the Form 5500 for benefit claims that have been
processed and approved for payment prior to December 31, but not yet paid as of that date.

6.  Subsequent Event

It is anticipated that the Plan will be amended to allow participants to reinvest dividends on SBC common
stock held in their accounts.  Reinvested dividends would be used to purchase SBC common stock.  The
amendment would be effective January 1, 2002.





                                            Supplemental Schedules




                                                  SBC PAYSOP

                        Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
                                         EIN: 43-1301883 Plan No.: 003

                                               December 31, 2001
                                            (Dollars in Thousands)


 Name of Issue, Borrower, Lessor      Description of                        Current
        or Similar Party                Investment             Cost          Value
----------------------------------------------------------------------------------------

*   SBC Communications Inc.
      Common Stock                 3,995,322 shares          $  26,223    $  156,497

*   Boston Safe Deposit and
      Trust Company Pooled
      Employee Funds Daily         Temporary cash
      Liquidity Fund                 investment                     42            42
                                                          ------------------------------

                                                             $  26,265    $  156,539
                                                          ==============================

*Party-in-Interest.





                                                  SBC PAYSOP

                           Schedule H, Line 4j - Schedule of Reportable Transactions
                                         EIN: 43-1301883 Plan No.: 003

                                         Year Ended December 31, 2001
                                            (Dollars in Thousands)


                                                                                 Current
                                                                                 Value of
                                                                                 Asset on
      Identity of          Description of     Purchase    Selling    Cost of   Transaction Net Gain
    Party Involved             Asset            Price      Price      Asset        Date      (Loss)
-----------------------------------------------------------------------------------------------------

Category (iii) - Series of Transactions in
  Excess of 5 Percent of Plan Assets

*Boston Safe Deposit   Pooled Employee Funds
  and Trust Company      Daily Liquidity Fund $  8,175   $      -    $  8,175    $  8,175    $    -

*Boston Safe Deposit   Pooled Employee Funds
  and Trust Company      Daily Liquidity Fund        -      8,203       8,203       8,203         -


* All transactions were purchased and sold on the market.

There were no Category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2001.






                                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator for the Plan has
duly caused this annual report to be signed by the undersigned thereunto duly authorized.



                                                SBC PAYSOP

                                                By SBC Communications Inc.,
                                                Plan Administrator for the Foregoing Plan





                                                       By  /s/ Karen E. Jennings
                                                           Karen E. Jennings
                                                           Senior Executive Vice
                                                           President - Human Resources


Date: September 9, 2002




                                                 EXHIBIT INDEX

      Exhibit identified below, is filed herein as exhibit hereto.

    Exhibit
     Number

      23-a     Consent of Independent Auditors Ernst & Young LLP.
      23-b     Consent of Independent Auditors McConnell & Jones LLP.










                                                                                                        EX 23-a
                                                                                             Form 11-K for 2001
                                                                                                File No. 1-8610




                                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the SBC
PAYSOP of our report dated July 31, 2002, with respect to the financial statements and supplemental schedules
of the SBC PAYSOP included in this Annual Report (Form 11-K) for the year ended December 31, 2001.


                                                          /s/ ERNST & YOUNG LLP

San Antonio, Texas
September 3, 2002






                                                                                                        EX 23-b
                                                                                             Form 11-K for 2001
                                                                                                File No. 1-8610




                                            CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statements on Form S-8 pertaining to the SBC
PAYSOP of our report dated September 21, 2001, with respect to the Statement of Net Assets Available for
Benefits as of December 31, 2000 of the SBC PAYSOP included in this Annual Report (Form 11-K) for the year
ended December 31, 2001.




                                                          /s/ McConnell & Jones LLP

Houston, Texas
September 3, 2002