Exhibit 24-a


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:

         THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation,
hereinafter referred to as the "Corporation," proposes to file with the
Securities and Exchange Commission at Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement or Statements
on Form S-8 for the issuance of shares of the Corporation's Common Stock
pursuant to the Stock Purchase and Deferral Plan, and the issuance of deferred
compensation obligations pursuant to the Cash Deferral Plan; and

         WHEREAS, the undersigned is an officer and a director of the
Corporation;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints James
D. Ellis, Richard G, Lindner, John J. Stephens, Jonathan P. Klug, or any one of
them, all of the City of San Antonio and State of Texas, his attorneys for him
and in his name, place and stead, and in each of his offices and capacities in
the Corporation, to execute and file a registration statement or statements, and
thereafter to execute and file any and all amended registration statements and
amended prospectuses or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the
undersigned might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand the 19th
day of November, 2004.




/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, Director
and Chief Executive Officer