SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

                                SCHEDULE 13D/A
                                 (Rule 13d-101)

              INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
              TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                                 RULE 13d-2(a)

                                (Amendment No. 1)


                           @TRACK COMMUNICATIONS, INC.
                   (formerly HIGHWAYMASTER COMMUNICATIONS, INC.)
______________________________________________________________________
                          (Name of Issuer)

                         Common Stock, $0.01 par value
______________________________________________________________________
                        (Title of Class of Securities)


                            04648Y 10 5
______________________________________________________________________
                            (Cusip Number)

                        Paula M. Anderson, Esq.
                       SBC Communications Inc.
                        175 East Houston
                       San Antonio, TX 78205
                         (210) 351-3421
______________________________________________________________________
           (Name and Address, and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                        October 2, 2000
______________________________________________________________________
           (Date of Event Which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  which is the subject of this Schedule 13D and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ].

                     (continued on following pages)
                        (Page 1 of 9 Pages)





--------------------------------------------------------------------------------
CUSIP NO. 04648Y 10 5                 13D/A            Page 2 of 9 Pages
--------------------------------------------------------------------------------
------ -------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                     SBC COMMUNICATIONS INC.
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          43-1301883
------ -------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [   ]
                                                                  (b) [   ]
------ -------------------------------------------------------------------------
3      SEC USE ONLY
------ -------------------------------------------------------------------------
4      SOURCE OF FUNDS                                         WC
------ -------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
       IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                         [  ]
------ -------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OF ORGANIZATION                Delaware
------ -------------------------------------------------------------------------
NUMBER          7   SOLE VOTING POWER                                       0
OF             -----------------------------------------------------------------
SHARES          8   SHARED VOTING POWER
BENEFICIALLY        1,600,000 shares of Common Stock issuable in the event of
OWNED BY            the conversion of 1,000 shares of Series D Participating
EACH                Convertible Preferred Stock and 5,000,000 shares of Common
REPORTING           Stock issuable in the event of the exercise of 5,000,000
PERSON              Warrants (which, prior to receipt of certain regulatory
WITH                approvals, are exercisable only to the extent that doing so
                    is consistent with restrictions  contained in the
                    Communications Act of 1934, as amended by The
                    Telecommunications Act of 1996), for a total beneficial
                    ownership of 6,600,000  shares of Common Stock in the event
                    of such  conversion and exercise.
              ------------------------------------------------------------------
               9    SOLE DISPOSITIVE POWER                                   0
              ------------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
                    1,600,000 shares of Common Stock issuable in the event of
                    the conversion of 1,000 shares of Series D Participating
                    Convertible Preferred Stock and  5,000,000  shares of Common
                    Stock issuable in the event of the exercise  (subject to the
                    limitation  described  in 8 above) of  5,000,000 Warrants,
                    for a total  beneficial  ownership of 6,600,000 shares of
                    Common Stock in the event of such conversion and exercise.
------ -------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED
       BY EACH REPORTING PERSON
     1,600,000 shares of Common Stock issuable in the event of the conversion of
     1,000  shares of Series D  Participating  Convertible  Preferred  Stock and
     5,000,000  shares of Common  Stock  issuable  in the event of the  exercise
     (subject to the limitation set forth in 8 above) of 5,000,000 Warrants, for
     a total  beneficial  ownership of  6,600,000  shares of Common Stock in the
     event of such conversion and exercise.
------ -------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN
       ROW (11) EXCLUDES CERTAIN SHARES                                  [   ]
------ -------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       5.03% of the outstanding shares of Common Stock in the event of the
       conversion of 1,000 shares of Series D Participating Convertible
       Preferred Stock and 15.7% of the outstanding shares of Common Stock in
       the event of the exercise of 5,000,000 Warrants (subject to the
       limitation set forth in 8 above), for a total of 20.7% of the outstanding
       shares of Common Stock in the event of such conversion and exercise.
------ -------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON                                          HC
------ -------------------------------------------------------------------------





                                                             Page 3 of 9 Pages


                                AMENDMENT NO. 1 TO SCHEDULE 13D
                               RELATING TO THE COMMON STOCK
                               OF @TRACK COMMUNICATIONS, INC.


     This  Amendment  No. 1 to the Schedule 13D filed on October 7, 1996, by SBC
Communications  Inc.  ("SBC")  is being  filed to  report  the  transfer  of its
indirect  holdings in @Track  Communications,  Inc. (the  "Issuer") as described
below.

Item 1. Security and Issuer

     This  statement  relates to the common stock,  $0.01 par value (the "Common
Stock"), of @Track Communications,  Inc. (formerly HighwayMaster Communications,
Inc.), a Delaware  corporation with its principal  executive offices at 1155 Kas
Drive, Suite 100, Richardson, Texas 75081.
Item 2. Identity and Background

(d)  - (e)  During  the last five  years,  neither  SBC nor,  to the best of its
     knowledge, any of its directors or executive officers has been convicted in
     any  criminal   proceeding   (excluding   traffic   violations  or  similar
     misdemeanors)  or has been a party to a civil  proceeding  of a judicial or
     administrative  body of  competent  jurisdiction  resulting  in a judgment,
     decree or final order  enjoining  future  violations  of, or prohibiting or
     mandating  activities  subject to,  Federal or State  securities  laws,  or
     finding any violation with respect to such laws, and which judgment, decree
     or final order was not subsequently vacated.

(f)  The name,  business  address,  and principal  occupation of each  executive
     officer  and  director  of  SBC  is set  forth  in  Exhibit  I  hereto  and
     incorporated  herein by reference.  Each executive  officer and director of
     SBC is a citizen of the United States except for Carlos Slim Helu, who is a
     citizen of Mexico.

Item 4.        Purpose of Transaction

     On October 2, 2000,  SBC and  BellSouth  Corporation  ("BellSouth")  closed
their  previously  announced  transaction  to form and contribute to their joint
venture called Cingular  substantially all of their respective domestic wireless
voice and wireless data  businesses  (including  SBC's ownership of SBC Wireless
LLC ("SBCW")),  and certain  wireless  assets of  subsidiaries of SBC located in
Puerto Rico and the U.S. Virgin Islands. Prior to the closing, SBC and BellSouth
entered into an Amended and Restated  Contribution and Formation  Agreement with
Cingular,  dated  as of  April  4,  2000  ("Contribution  Agreement").  SBC owns
approximately  60%  of  the  outstanding  economic  interests  in  Cingular  and
BellSouth owns approximately 40% of the




                                                              Page 4 of 9 Pages


outstanding  economic interests in Cingular,  with the remainder of the interest
held by the manager of Cingular,  Cingular Wireless Management Corp., a Delaware
corporation  ("Manager"),  which  is owned  equally  by SBC and  BellSouth.  The
foregoing description of the Contribution Agreement is qualified in its entirety
by reference to the complete text of such  document  which is filed as Exhibit 2
hereto.

     Prior to the closing,  SBC,  BellSouth  and Manager  entered into a Limited
Liability  Company  Agreement of Cingular (the "LLC  Agreement"),  which governs
Cingular and sets forth certain  relationships  between and among SBC, BellSouth
and Manager. The LLC Agreement provides that each of BellSouth and SBC will, for
as long as it holds at least 10% of the total equity  securities of Cingular and
holds shares of the Class B Common Stock of Manager,  only engage in  Cingular's
initial wireless business through  Cingular,  with limited  exceptions.  The LLC
Agreement also provides that neither BellSouth nor SBC are permitted to directly
or  indirectly  transfer  their  interests  in  Cingular,   subject  to  limited
exceptions,  prior to an initial  public  offering of  securities by Manager and
thereafter may generally only make transfers in widely  distributed public sales
or other distributions.  The foregoing  description is qualified in its entirety
by reference to the Contribution Agreement.

     Cingular is managed by Manager, and it is expected that all of the material
business  decisions for Cingular will be made by the Strategic  Review Committee
of the Board of Directors of Manager (the  "Strategic  Review  Committee").  The
Strategic  Review  Committee is  currently  composed of four  members,  with two
having been appointed by each of SBC and  BellSouth.  Half of the members of the
Board of  Directors of Manager  have been  nominated by BellSouth  and the other
half have been  nominated by SBC. It is  anticipated  that any  deadlocks on the
Strategic Review  Committee will be resolved by the chief executive  officers of
SBC and BellSouth.

Item 5.    Interest in Securities of the Issuer

(a)  The total number of shares of Common Stock that SBC would  beneficially own
     upon  conversion  of the 1,000  shares of Series D Preferred  Stock that it
     holds is 1,600,000,  which  represents  5.0% of the  outstanding  shares of
     Common Stock of the Issuer. The total number of shares of Common Stock that
     SBC would  beneficially own upon exercise of the 5,000,000 Warrants that it
     holds is 5,000,000,  which represents 15.7% of the total outstanding shares
     of  Common  Stock.  Assuming  conversion  of the  1,000  shares of Series D
     Preferred Stock and exercise of the 5,000,000 Warrants, the total number of
     shares of outstanding Common Stock that SBC would beneficially own would be
     6,600,000,  representing  20.7% of the outstanding  shares of Common Stock.
     The foregoing  calculations  are based on (i) the 25,326,829  shares of the
     Common Stock of the Issuer outstanding as of November 1, 2000 (according to
     Form 10-Q filed by the Issuer on November 1, 2000), and (ii) the assumption
     that the shares




                                                              Page 5 of 9 Pages


     of Common Stock issuable upon conversion of the Series D Preferred Stock or
     exercise  of the  Warrants  or both,  as the case may be,  are  issued  and
     outstanding at the time of such  calculation.  The Series D Preferred Stock
     and Warrants  beneficially  owned by SBC are owned by and registered in the
     name of SBCW.

(b)  SBC and SBCW share the power to vote and to dispose of the 1,000  shares of
     Series  D  Preferred  Stock  and the  power  to  dispose  of the  5,000,000
     Warrants.  The shares of Series D Preferred Stock and the Warrants, and the
     shares of Common  Stock  issuable  upon  conversion  or  exercise  thereof,
     beneficially  owned by SBCW are  subject to certain  transfer  restrictions
     described more fully in Items 4 and 6 of the original Schedule 13D filed by
     SBC on October 7, 1996, and are incorporated herein by reference.

(c)     None.

(d)     None.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

           See Item 4.

Item 7.    Material to be Filed as Exhibits

     Exhibits  identified in parentheses  below, on file with the Securities and
Exchange Commission, are incorporated herein by reference as exhibits hereto.

Exhibit No.           Description

1          Directors and Executive Officers of SBC Communications Inc.

2    Contribution and Formation  Agreement,  dated as of April 4, 2000,  between
     SBC Communications Inc. and BellSouth Corporation (Exhibit 10(a) to Form 8K
     dated April 10, 2000).





                                                          Page 6 of 9 Pages


                                           SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


                                            SBC COMMUNICATIONS INC.


Dated:  February 22, 2001           By:  /s/ James S. Kahan
                                         James S. Kahan
                                         Senior Executive Vice President -
                                         Corporate Development








                                                             Page 7 of 9 Pages


                                         EXHIBIT INDEX


Exhibit No.                Description

    1          Directors and Executive Officers of SBC Communications Inc.

2    Contribution and Formation  Agreement,  dated as of April 4, 2000,  between
     SBC Communications Inc. and BellSouth Corporation (Exhibit 10(a) to Form 8K
     dated April 10, 2000).