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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 on Form S-8 for
the issuance of up to thirty million (30,000,000) shares of the Corporation's
common stock pursuant to the SBC Communications Inc. 1996 Stock and Incentive
Plan (the "Plan"); and
WHEREAS, the undersigned is an officer and a director of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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 such Registration Statement,
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
17th day of November 1995.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Chairman of the Board and
Chief Executive Officer