
                                             EXHIBIT 10.1
                                
                                
                                
                                
                                
                                
                                
                                
                                
                  SOUTHWESTERN BELL CORPORATION
                                
                                
                       STOCK SAVINGS PLAN
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                   Effective:  January 1, 1991
                                
                As amended through August 1, 1994



                              INDEX
                                
                                
Section                          Subject                    Page

    1         Statement of Purpose

    2         Definitions

    3         Administration of the Plan

    4         Participation
                 4.1  Election to Commence a Savings Unit
                 4.2  Termination of Election

    5         Pre-Tax Contributions/After-Tax Contributions/
              Company Match
                 5.1  After-Tax and/or Pre-Tax Account(s)
                 5.2  Employer Contribution Matching Account
                 5.3  Dividends
                 5.4  Vesting of Matching Account
                 5.5  Statement of Accounts

    6         Retirement Alternative
                 6.1  Retirement Distribution
                 6.2  Termination Distribution
                 6.3  Disability
                 6.4  Survivor Distribution

    7         Specified Date Alternative
                 7.1  Specified Date Distribution
                 7.2  Termination Distribution
                 7.3  Disability
                 7.4  Survivor Distribution

    8         Beneficiary Designation

    9         Options
         9.1    Grants
         9.2    Term of Options
         9.3    Option Price
         9.4    Issuance of Options
         9.5    Exercise of Options
         9.6    Restrictions on Exercise and Transfer
         9.7   Termination by Death
         9.8   Termination by Disability
         9.9   Retirement or Other Termination of
               Employment
   10         Discontinuation, Termination, Amendment
         10.1  Company's Right to Discontinue Offering
                      Savings Units
         10.2  Company's Right to Terminate Plan
         10.3  Amendment

   11         Miscellaneous
         11.1  Additional Benefit
         11.2  Small Distribution
         11.3  Emergency Distribution
         11.4  Commencement of Payments
         11.5  Withholding
         11.6  Change in Status
         11.7  Transfer to a RWAC
         11.8  Leave of Absence
         11.9  Ineligible Participant
        11.10 Unsecured General Creditor
        11.11 Offset
        11.12 Non-Assignability
        11.13 Employment Not Guaranteed
        11.14 Gender, Singular and Plural
        11.15 Captions
        11.16 Applicable Law
        11.17 Validity
        11.18 Notice
        11.19 Successors and Assigns
        11.20 Limitations and Adjustments

   12         Participation in Previous Non-Qualified
              Deferred Compensation Plan(s) of Company
         12.1  Agreements Relating to Participation in
                    Savings Plan for Salaried Employees
         12.2  Participation in Southwestern Bell
                  Corporation Senior Management Deferred
                     Compensation Program of 1988

  Exhibit (1) - AGREEMENTS

        SOUTHWESTERN BELL CORPORATION STOCK SAVINGS PLAN
                                
                                
Section 1 - Statement of Purpose

     The  purpose  of the Stock Savings Plan (the "Plan")  is  to
     increase  employee stock ownership and to provide retirement
     and  short-term savings distributions to a select  group  of
     management  employees  consisting of Eligible  Employees  of
     Southwestern  Bell  Corporation  (the  "Company")  and   its
     subsidiaries ("Participating Companies").


Section 2 - Definitions

     For  the  purposes  of  this Plan, the following  words  and
     phrases  shall  have  the  meanings  indicated,  unless  the
     context clearly indicates otherwise:

     After-Tax  Account.  "After-Tax Account" means  the  account
     maintained on an after-tax basis on the books of account  of
     the  Employer for each Participant for each Savings Unit  to
     which  After-Tax  Amounts are credited.  After-Tax  Accounts
     are  available  only  for Savings Units commenced  prior  to
     January 1, 1995.

     After-Tax  Amount.  "After-Tax Amount" means  an  amount  of
     Base  Salary contributed on an after-tax basis with  respect
     to  a  Savings Unit commenced prior to January 1, 1995 under
     this Plan.

     Agreement.  "Agreement" means the written agreement entitled
     "Stock Savings Plan Enrollment Form" and/or, effective on or
     after January 1, 1995, the written agreement entitled "Short
     Term/Cash  Bonus  Contribution Form" that shall  be  entered
     into by the Employer and a Participant to carry out the Plan
     with respect to such Participant.  The forms of Agreement in
     current  use are attached to the Plan.  Any material changes
     to the forms must be approved by the HRC.

     Base  Salary.  "Base Salary" means the Participant's  annual
     base   salary  before  reduction  due  to  any  contribution
     pursuant  to this Plan or reduction pursuant to any deferral
     plan  of the Employer, including but not limited to  a  plan
     that includes a qualified cash or deferred arrangement under
     Section 401(k) of the Internal Revenue Code ("Code").

     Beneficiary.   "Beneficiary" means  the  person  or  persons
     designated  as  such in accordance with Section  8  of  this
     Plan.

     Board.  "Board" means the Board of Directors of Southwestern
     Bell Corporation.

     Chairman.   "Chairman" means the Chairman of  the  Board  of
     Southwestern Bell Corporation.

     Company  Match Rate Expressed as a Percent.  "Company  Match
     Rate Expressed as a Percent" means eighty percent (80%),  or
     such  higher percentage as may be determined by the HRC,  in
     its  sole  discretion, at any time, or such lower percentage
     as may be determined by the HRC, in its sole discretion, and
     announced to the Eligible Employees prior to the Unit  Start
     Date with respect to a Savings Unit.

     Disability.   "Disability" means inability to  work  due  to
     being physically disabled.

     Eligible Employee.  "Eligible Employee" means an Employee of
     the  Employer who (a) is in active service, (b) is a  Senior
     Manager  or has an employment status which has been approved
     by  the  Board  or the HRC to be eligible to participate  in
     this Plan, and (c) who continuously maintains the employment
     status  upon which eligibility to participate in  this  Plan
     was based.

     Employee.   "Employee"  means any  person  employed  by  the
     Employer on a regular full-time salaried basis.

     Employer.  "Employer" means Southwestern Bell Corporation or
     any of its subsidiaries.

     Fair  Market  Value or FMV.  "Fair Market  Value"  or  "FMV"
     means, with respect to Stock, the closing price of the Stock
     on  the  relevant  date  as  reported  in  the  consolidated
     reporting system, or if on such date the Stock is not traded
     on  the  New York Stock Exchange ("NYSE"), then the  closing
     price  on  the  immediately preceding  date  such  Stock  is
     traded.

     HRC.   "HRC"  means  the Human Resources  Committee  of  the
     Board.

     Options.  "Options" shall mean the options to purchase Stock
     which  shall be issued to a Participant pursuant to  Section
     9.

     Participant.   "Participant" means  an  Employee  or  former
     Employee participating in the Plan.

     Plan Year.  "Plan Year" means the calendar year.

     Pre-Tax   Account.   "Pre-Tax  Account"  means  the  account
     maintained on a pre-tax basis on the books of account of the
     Employer for each Participant for each Savings Unit to which
     Pre-Tax Amounts are credited.

     Pre-Tax  Amount.  "Pre-Tax Amount" means an amount  of  Base
     Salary  contributed by Participant on a pre-tax  basis  with
     respect to a Savings Unit under this Plan.

     Retirement.   "Retirement"  means  the  termination   of   a
     Participant's  employment with Employer, for  reasons  other
     than death, on or after the date Participant is eligible  to
     retire   with   an   immediate  pension  pursuant   to   the
     Southwestern Bell Corporation Management Pension Plan and/or
     the  Southwestern  Bell Corporation Supplemental  Retirement
     Income Plan ("SRIP").

     Retirement  Alternative.   "Retirement  Alternative"  means,
     with   respect   to  any  Savings  Unit,  the  distributions
     described in Section 6 that the Plan provides based  upon  a
     selection of such alternative.

     Retirement  Distribution.  "Retirement  Distribution"  means
     the distribution described in Section 6.1.

     Rotational Work Assignment Company. "RWAC"  shall mean  Bell
     Communications  Research,  Inc. ("Bellcore"),  formerly  the
     Central Services Organization, Inc., and/or any other entity
     with  which  Southwestern Bell Corporation  or  any  of  its
     subsidiaries  may  enter  into an agreement  to  provide  an
     employee for a rotational work assignment.

     Savings  Unit.  "Savings Unit" means the Participant's  Pre-
     Tax  Amount and/or After-Tax Amount, and associated Employer
     contributions,  which provide stated distributions  pursuant
     to  Section  6 or Section 7 of this Plan in accordance  with
     the Participant's Agreement for such Savings Unit.

     Section  16 Officer.  "Section 16 Officer" shall  mean  each
     Employee who is an officer as that term is defined  in  Rule
     16a-1(f)  promulgated under the Securities Exchange  Act  of
     1934, as amended.

     Senior   Manager.   "Senior  Manager"  means  an  individual
     employed  by Employer in a position in the senior management
     group.

     Shares.  "Shares" means an accounting entry  representing  a
     number of equivalent shares of Stock.

     Specified Date.  "Specified Date" means, with respect to any
     Savings  Unit for which the Participant elects the Specified
     Date  Alternative, the fixed date specified in the Agreement
     on  which  the  Specified Date Distribution  will  commence.
     Such date may be the first day of any month at least one (1)
     year after the commencement of the Savings Unit.

     Specified  Date  Alternative.  "Specified Date  Alternative"
     means,  with  respect to any Savings Unit, the distributions
     described in Section 7 that the Plan provides based  upon  a
     selection of such alternative.

     Specified  Date Distribution.  "Specified Date Distribution"
     means the distribution described in Section 7.1.

     Stock.  "Stock" means the common stock of Southwestern  Bell
     Corporation.

     Subsidiary.    A   "Subsidiary"  of  the  Company   is   any
     corporation, partnership, venture or other entity  in  which
     the  Company has at least a 50% ownership interest.  The HRC
     may  at its sole discretion designate any other corporation,
     partnership,  venture or other entity a Subsidiary  for  the
     purpose of participating in this Plan.

     Unit  Period.   "Unit Period" means the calendar  year  with
     respect  to  which the Participant elects to participate  in
     the  Plan on a pre-tax basis and/or an after-tax basis.  The
     Unit  Period  for a Savings Unit will commence on  the  Unit
     Start  Date  and  end  upon the earliest  to  occur  of  the
     following:   (i)  the  last day of the calendar  year  which
     includes  the Unit Start Date, or (ii) when the  Participant
     terminates employment, terminates the Savings Unit or ceases
     to be an Eligible Employee.

     Unit  Start  Date.   "Unit Start Date" means  the  date  for
     commencement of a given Savings Unit.  The Unit  Start  Date
     will  be  January  1,  except a  new  Participant  shall  be
     permitted  to elect a Unit Start Date within 30  days  after
     such Participant first becomes an Eligible Employee; and for
     a   Savings  Unit  comprised  of  all  or  a  portion  of  a
     Participant's Short Term Incentive Award and/or of any other
     cash  bonus, the Unit Start Date shall be the day the  Award
     or  cash bonus would otherwise have been paid.  In the event
     a  Participant  is a Section 16 Officer,  then  his  or  her
     election  shall not be effective until six months after  the
     election.


Section 3 - Administration of the Plan

     The HRC shall be the sole administrator of the Plan and will
     administer  the  Plan,  interpret, construe  and  apply  its
     provisions  in  accordance with its terms.   The  HRC  shall
     further   establish,  adopt  or  revise   such   rules   and
     regulations  as it may deem necessary or advisable  for  the
     administration of the Plan.  All decisions of the HRC  shall
     be final and binding.


Section 4 - Participation

     4.1   Election  to  Commence a Savings Unit.   Any  Eligible
     Employee  may elect to commence a Savings Unit on an  after-
     tax  basis (available for Savings Units commenced  prior  to
     January 1, 1995 only) and/or on a pre-tax basis by filing  a
     completed  Agreement with the Company at  least  six  months
     prior  to  the Unit Start Date.  Pursuant to said Agreement,
     the  Eligible Employee shall elect the percentage(s) of Base
     Salary  that  shall  comprise Participant's  Pre-Tax  Amount
     and/or  After-Tax Amount (for Savings Units commenced  prior
     to  January 1, 1995 only).  Such percentage(s) shall  remain
     in  effect for the duration of the Unit Period even if  Base
     Salary  should change. Such Agreement shall continue  to  be
     regarded  as,  and  shall apply as, the Eligible  Employee's
     election to commence each successive Savings Unit until  the
     Company  is  advised  in  writing  in  accordance  with  the
     aforesaid time requirements by the Eligible Employee to  the
     contrary.   In  the  Agreement, the Participant  shall  also
     elect,   for   participation  on  each  basis,  either   the
     Retirement Alternative or the Specified Date Alternative and
     the timing of distribution of Stock.

     The  combination  of pre-tax contributions and/or  after-tax
     contributions  from all of the Participant's  Savings  Units
     (including  the  Savings  Unit  which  the  Participant   is
     electing   to   commence)  and  deferrals  from   Units   of
     Participation (a measure of participation in a plan  similar
     to   a   Savings   Unit  under  this  Plan)  under   Company
     nonqualified deferred compensation plans, must be  at  least
     six  percent (6%) of Participant's Base Salary at  the  Unit
     Start  Date for the Savings Unit the Participant is electing
     to commence.  The sum of Participant's Pre-Tax Amount and/or
     After-Tax  Amount for a Savings Unit must be  at  least  one
     percent (1%) of Base Salary at the Unit Start Date.  The sum
     of   the  Participant's  Pre-Tax  Amounts  and/or  After-Tax
     Amounts  for all Savings Units under this Plan at  the  Unit
     Start  Date for the Savings Unit the Participant is electing
     to  commence  may  not  exceed thirty  percent  (30%)  of  a
     Participant's Base Salary at the Unit Start Date;  provided,
     however, as an exception to such thirty percent (30%)  level
     of   participation  limitation,  a  Participant   shall   be
     permitted  to  contribute on an after-tax  basis  (prior  to
     January 1, 1995, only) and/or on a  pre-tax basis all  or  a
     portion  of  his Short Term Incentive Award  and/or  of  any
     other  cash bonus which may be paid to a Participant  by  an
     Employer. Short Term Incentive Awards or any portion thereof
     contributed to the Plan prior to January 1, 1995,  shall  be
     credited  into a 1994 or prior Savings Unit(s) as  specified
     by  the Participant. Participant's election to contribute on
     a  pre-tax basis and/or contribute on an after-tax basis all
     or a portion of his Short Term Incentive Award and/or of any
     other  cash bonus which may be paid to a Participant  by  an
     Employer, shall be filed with the Company (on a form  to  be
     provided  by  the  Company for such purpose)  prior  to  the
     beginning  of  the fiscal year during which  such  Award  is
     earned  or  at  least 6 months prior to the payment  of  the
     Award  and/or cash bonus, whichever is earlier. The  pre-tax
     contribution  and/or after-tax contribution, as  applicable,
     shall  be  deemed to have taken place on the day  the  Award
     and/or  cash bonus would otherwise have been paid.   In  the
     Agreement  relating  to  the Award and/or  cash  bonus,  the
     Participant   shall   also  elect  either   the   Retirement
     Alternative or the Specified Date Alternative and the timing
     of  distribution of Stock.  This election is independent  of
     the  election  for distribution of contributions  associated
     with deferrals of Base Salary.  Such contribution of all  or
     a portion of Participant's Short Term Incentive Award and/or
     of  any  other cash bonus shall comprise a separate  Savings
     Unit.

     4.2   Termination of Election.  A Participant's election  to
     participate in the Plan for the duration of the Unit  Period
     is  irrevocable  upon the filing of his Agreement  with  the
     Company;  provided, however, such election may be terminated
     with respect to Base Salary not yet paid by mutual agreement
     in  writing  between  the Participant  and  the  HRC.   Such
     termination  if  approved shall be effective  beginning  the
     first  day  of  the  month following the execution  of  such
     mutual agreement.


Section 5 - Pre-Tax Contributions/After-Tax Contributions/Company
Match

     5.1  After-Tax and/or Pre-Tax Account(s).  The Company shall
     establish  and  maintain a separate After-Tax  Account  (for
     Savings  Units  commenced prior to  January  1,  1995  only)
     and/or Pre-Tax Account for each Participant for each Savings
     Unit.   On the first business day of each month, the Company
     shall credit each Participant's Pre-Tax Account and/or After-
     Tax  Account, as applicable, with the number of Shares found
     by  dividing the Participant's Pre-Tax Amount and/or  After-
     Tax Amount, as applicable, for the previous month by the FMV
     on  the  last day of such previous month.  The Participant's
     Pre-Tax  Account  and/or After-Tax Account,  as  applicable,
     will  also  be credited with the number of Shares  found  by
     dividing   the  amount  of  the  Participant's  Short   Term
     Incentive  Award and/or cash bonus contributed on a  pre-tax
     basis  and/or  contributed on an after-tax basis  (prior  to
     January  1,  1995 only) by the FMV on the last  day  of  the
     month of contribution.

     Shares  credited  to  Participant's Pre-Tax  Account  and/or
     After-Tax Account are 100% vested at all times.

     Such   Pre-Tax   Account   and/or  After-Tax   Account,   as
     applicable,  shall  be  reduced  by  the  number  of  Shares
     corresponding  to the number of shares of Stock  distributed
     by  the  Employer  to the Participant or  the  Participant's
     Beneficiary  with respect to such Savings Unit  pursuant  to
     this Plan.

     5.2   Employer Contribution Matching Account.   The  Company
     shall  also  establish  and  maintain  a  separate  Matching
     Account  for  each Participant.  The Matching  Account  will
     hold  the  Employer's  matching contribution  to  the  Plan.
     Immediately  following the computation of the Shares  to  be
     added to each Participant's Pre-Tax Account and/or After-Tax
     Account  (for  Savings Units commenced prior to  January  1,
     1995  only)  each  month,  the  Company  shall  credit  each
     Participant's  Matching Account with the  number  of  Shares
     found  by  taking  the  Company Match Rate  Expressed  as  a
     Percent times the sum of the Participant's After-Tax  Amount
     plus Pre-Tax Amount for the previous month, and dividing the
     resulting figure by the FMV of the Stock on the last day  of
     such  previous month; provided, however, if the  Participant
     is  concurrently  participating in a  Company  non-qualified
     deferred  compensation plan other than this Plan, the  basic
     portion  of  the Southwestern Bell Corporation Savings  Plan
     for   Salaried    Employees  ("Savings  Plan  for   Salaried
     Employees")   and   this   Plan,   the   Employer   matching
     contribution credited to the Participant's Matching  Account
     shall be reduced by Employer matching contributions credited
     to  such  other  plans; provided further,  however,  if  the
     Participant  is  concurrently  participating  in  the  basic
     portion of the Savings Plan for Salaried Employees and  this
     Plan,  the Employer matching contribution shall be credited,
     pursuant  to  this Plan, with respect to no  more  than  six
     percent  (6%) of the Participant's monthly Base Salary  less
     the  basic  election  percentage in  the  Savings  Plan  for
     Salaried   Employees;  and   provided,   however,   Employer
     matching contributions shall be paid, pursuant to this  Plan
     and  all plans of Employer combined, with respect to no more
     than six percent (6%) of Participant's monthly Base Salary.

     5.3  Dividends.  Additional Shares shall be credited to each
     Participant's  Pre-Tax  Account,  After-Tax   Account,   and
     Matching  Account, respectively, for dividends on Stock,  on
     the  basis  of  the number of Shares credited to  each  such
     Account on the record date for such dividend.

     The  number  of  additional Shares to be  credited  to  each
     Account for any dividend payment date shall be determined by
     dividing the total dividends which would have otherwise been
     payable on the number of Shares recorded in each Account, by
     the FMV on the last day of the month containing the dividend
     record date. The additional Shares shall be credited to each
     Account,  as  appropriate, on the  last  day  of  the  month
     containing the dividend record date.

     5.4   Vesting of Matching Account.  A Participant's interest
     in   his  Matching  Account  shall  vest  at  such  time  as
     Participant  shall have five (5) years of service  reflected
     on  the records of Employer; provided, however, the Matching
     Account  of any Participant who was employed by Employer  on
     December  31,  1988  shall  be 100%  vested  at  all  times.
     Notwithstanding  whether  or not a  Share  in  the  Matching
     Account is vested, a share of Stock corresponding to a Share
     shall  not  be available for distribution to the Participant
     until  such Share has been in said Matching Account for  ten
     (10)  years and the Participant is at least fifty-five  (55)
     years  of  age  or until Participant's Retirement  or  other
     termination of employment (including death).

     5.5   Statement of Accounts.  Each Participant will  receive
     annual  statements  in  such  form  as  the  Company   deems
     desirable  setting forth the balance of Shares  standing  to
     the  credit of each of the Participant's Pre-Tax,  After-Tax
     and Matching Accounts.
Section 6 - Retirement Alternative

     Section  6 shall apply to the portions of all Savings  Units
     for which the Retirement Alternative is elected.  (Section 7
     shall  have no application to such portions of such  Savings
     Units.)  The distributions specified in this Section 6 shall
     be provided under the Retirement Alternative.

     6.1  Retirement Distribution.  Upon Retirement or, effective
     for Savings Units commenced on or after January 1, 1995, the
     calendar  year  following Retirement if so  elected  by  the
     Participant,  with respect to a Savings Unit,  the  Employer
     shall  distribute to the Participant each  year  for  up  to
     fifteen  (15) years, the number of years to be  selected  by
     Participant in his Agreement, beginning on the first day  of
     the  month  next following the date of Retirement or  during
     February  of  the year following Retirement if the  calendar
     year   following   Retirement  is  elected  for   commencing
     distribution of Savings Units commenced on or after  January
     1,   1995,  and  annually  on  such  date  thereafter,  from
     Participant's  Pre-Tax  Account,  After-Tax   Account,   and
     Matching  Account,  shares  of Stock  corresponding  to  the
     number  of Shares in each such Account on such date  divided
     by  the number of distributions to be made immediately prior
     to  each such distribution.  During the payout period,  each
     such  Account shall be credited with dividends in accordance
     with Section 5.3.

     The   Participant  shall  elect  the  number  of  years   of
     distribution of a Retirement Distribution no later than  the
     end  of  the calendar year immediately preceding  the  first
     distribution.  If a Participant's Agreement fails to show an
     election  as  to  the number of years of distribution  of  a
     Retirement  Distribution, and an election  is  not  made  no
     later   than  the  end  of  the  calendar  year  immediately
     preceding  the  first  distribution, such  Participant  will
     receive distribution in two annual installments beginning on
     the first of the month next following the date of Retirement
     or   during  February  of  the  year  following  Retirement,
     whichever  commencement date was previously elected  by  the
     Participant.

     In the event that a final determination shall be made by the
     Internal   Revenue  Service  or  any  court   of   competent
     jurisdiction  that, by reason of Retirement,  a  Participant
     has  recognized gross income for Federal income tax purposes
     in   excess   of  the  Retirement  Distribution  installment
     actually  distributed by the Employer to  which  such  gross
     income  is attributable, the Employer shall make a lump  sum
     distribution   to  the  Participant  of  shares   of   Stock
     corresponding to the remaining Shares of his Pre-Tax, After-
     Tax  and  Matching Accounts for any affected Savings  Units.
     If  a distribution is made to a Participant pursuant to this
     paragraph for any Savings Unit, no other distributions shall
     thereafter  be  made under this Plan with  respect  to  such
     Savings Unit.

     Notwithstanding  any election made by the  Participant,  the
     Company   will   distribute  the  Participant's   Retirement
     Distribution in the form of a lump sum distribution  if  the
     FMV of his Pre-Tax plus After-Tax plus Matching Accounts for
     a Savings Unit is less than $10,000 when distribution of the
     Retirement   Distribution  for  such  Savings   Unit   would
     otherwise commence.

     6.2  Termination Distribution.

     6.2(a)  Termination of Employment Before  Retirement.   Upon
     any termination of employment of the Participant for reasons
     other  than  death or Disability or Retirement, the  Company
     shall  distribute  to the Participant,  with  respect  to  a
     Savings  Unit,  in a lump sum, shares of Stock corresponding
     to the vested portion of the Shares standing credited to his
     Pre-Tax,  After-Tax and Matching Accounts for  such  Savings
     Unit  determined  as  of  the date of  such  termination  of
     service ("Termination Distribution").

     6.2(b)  Termination of a Savings Unit. A  Participant  shall
     terminate  a  Savings Unit if he terminates his election  to
     participate  in  the Plan with respect  to  a  Savings  Unit
     pursuant   to  Section  4.2.   Notwithstanding   any   other
     provision  of  the  Plan,  upon  such  discontinuance,   the
     Participant shall immediately cease to be eligible  for  any
     distribution  other than his Termination  Distribution  with
     respect  to  that Savings Unit (which shall  be  distributed
     upon  his severance of employment) except as provided  under
     Section 11.1.  The Participant shall continue to be credited
     with  dividends on the Shares standing credited to his  Pre-
     Tax,  After-Tax  and  Matching Accounts  as  provided  under
     Section  5.3 and to vest in Shares as provided under Section
     5.4  while he remains in employment with the Employer  until
     payment  of  his  Termination  Distribution.   However,   no
     further   Participant  pre-tax  or  after-tax  or   Employer
     contributions  to  this  Plan  shall  be  made  pursuant  to
     Sections 5.1 or 5.2 with respect to a Savings Unit  after  a
     Participant terminates such Savings Unit.

     6.2(c)  Loss  of  Eligibility.    In  the  event  that   the
     Participant ceases to be an Eligible Employee by reason of a
     change  to  an  employment status which is not  eligible  to
     participate in this Plan, the Participant shall nevertheless
     continue  participation in this Plan  while  he  remains  in
     employment   with   the   Employer;  however,   no   further
     Participant     pre-tax    contributions    or     after-tax
     contributions, or Employer contributions shall  be  made  to
     this Plan pursuant to Sections 5.1 or 5.2 subsequent to  the
     date  of  such loss of eligibility. The provisions  of  this
     subparagraph  6.2(c) shall not apply if the  Participant  in
     his  new  employment  status is an eligible  employee  under
     another similar stock savings plan of the Employer.  In such
     event  the  provisions of Section 11.6 of  this  Plan  shall
     apply.

     6.3  Disability.  In the event that a Participant suffers  a
     Disability,    pre-tax   contributions   and/or    after-tax
     contributions  and  Employer  contributions  that  otherwise
     would  have been credited to Participant's Pre-Tax  Account,
     After-Tax   and   Matching  Accounts,  as   applicable,   in
     accordance  with Sections 5.1 and 5.2 will  continue  to  be
     credited to such Accounts out of his disability payments  at
     the  same  time and in the same amounts as they  would  have
     been  credited  if  the  Participant  had  not  suffered   a
     Disability for as long as he is eligible to receive  monthly
     disability benefits equal to 100 percent of his monthly base
     salary  at the time of his Disability.  At such time as  the
     Participant  is  not eligible to receive monthly  disability
     benefits equal to 100 percent of his monthly Base Salary  at
     the    time   of   his   Disability,   Participant   pre-tax
     contributions  and/or after-tax contributions  and  Employer
     contributions that otherwise would have been credited to the
     Accounts  of the Participant in accordance with Section  5.1
     and 5.2 shall cease.

     If  the Participant recovers from his Disability and returns
     within  sixty  (60) days thereafter to employment  with  the
     Employer  in  an  employment status  which  would  make  him
     eligible to participate in this Plan and prior to the end of
     the original Unit Period, the Participant shall continue  or
     resume   making   pre-tax  contributions  and/or   after-tax
     contributions,  as  the  case may  be,  in  accordance  with
     Section 5.1 and the Employer shall continue or resume making
     contributions,  as  the  case may  be,  in  accordance  with
     Section 5.2 until the end of the original Unit Period.

     If   the  Participant  recovers  from  his  Disability,  the
     Participant shall be treated as terminating service with the
     Employer  on  the date of his recovery, unless within  sixty
     (60)  days  thereafter  he returns to  employment  with  the
     Employer in an employment status which makes him eligible to
     participate in this Plan.

     If  a  Participant's Disability terminates by reason of  his
     death,  the  rights of his Beneficiary shall  be  determined
     pursuant  to Section 6.4 as if the Participant had not  been
     disabled but rather had been in service on the date  of  his
     death  and died on such date.  If a Participant's Disability
     terminates   by  reason  of  attainment  of  age   65,   the
     Participant shall upon the attainment of age 65 be  entitled
     to  a Retirement Distribution determined pursuant to Section
     6.1.  If a Participant's Disability terminates by reason  of
     Retirement,  the Participant shall be treated  as  having  a
     Retirement on the date elected by the Participant and  shall
     be entitled to a Retirement Distribution determined pursuant
     to Section 6.1.




     6.4  Survivor Distribution.

     6.4(a)  If  a  Participant dies while in  service  with  the
     Employer  (or  while suffering from a Disability)  prior  to
     eligibility  for Retirement with respect to a Savings  Unit,
     upon the Participant's death the Employer will distribute to
     the  Participant's Beneficiary with respect to such  Savings
     Unit, shares of Stock corresponding to all of the Shares  in
     Participant's  Pre-Tax,  After-Tax  and  Matching  Accounts.
     Distribution shall occur in the month following the date  of
     death.

     6.4(b)  If  a  Participant  dies  while  in  service   after
     eligibility  for Retirement with respect to a Savings  Unit,
     but  prior  to commencement of distribution of a  Retirement
     Distribution with respect to such Savings Unit, the Employer
     will  distribute to the Participant's Beneficiary the  Stock
     that such Participant's Beneficiary would have received with
     respect to such Savings Unit had the Participant retired and
     commenced  to receive a Retirement Distribution on  the  day
     prior  to such Participant's death. Such distributions shall
     be  made in accordance with the number of installments which
     the   Participant  had  elected  for  distribution  of   his
     Retirement Distribution.

     6.4(c)  If  a Participant dies after Retirement  but  before
     commencement  of  distribution of a Retirement  Distribution
     with respect to a Savings Unit, the Employer will distribute
     to  the  Participant's  Beneficiary  the  installments  that
     Participant would have received with respect to such Savings
     Unit  had  the Participant survived.  Payments will commence
     effective  with the Participant's death.  Such distributions
     shall  be made in accordance with the method of distribution
     which  the Participant had elected for distribution  of  his
     Retirement Distribution.

     6.4(d)  If  a  Participant dies after  the  commencement  of
     payment  of  a  Retirement Distribution with  respect  to  a
     Savings   Unit,   the  Employer  will  distribute   to   the
     Participant's  Beneficiary the remaining  installments  that
     would  have  been  distributed to the  Participant  had  the
     Participant survived.


Section 7 - Specified Date Alternative

     Section  7 shall apply to the portions of all Savings  Units
     for   which  the  Specified  Date  Alternative  is  elected.
     (Section  6  shall have no application to such  portions  of
     such  Savings Units.)  The distributions specified  in  this
     Section  7  shall  be  provided  under  the  Specified  Date
     Alternative.

     7.1   Specified Date Distribution.  If a Participant  elects
     the  Specified Date Alternative with respect  to  a  Savings
     Unit, the Employer shall distribute to the Participant  each
     year  for  up to four (4) years, the number of years  to  be
     selected by Participant in his Agreement, beginning  on  the
     first  day  of  the  month selected  in  his  Agreement  for
     commencement  of distributions, and annually  on  such  date
     thereafter,  from  Participant's Pre-Tax Account,  After-Tax
     Account,  and Matching Account (to the extent available  for
     distribution), shares of Stock corresponding to  the  number
     of  Shares in each such Account on such date divided by  the
     number of distributions to be made immediately prior to each
     such  distribution.  During the  payout  period,  each  such
     Account shall be credited with dividends in accordance  with
     Section 5.3.  Shares of Stock corresponding to Shares in the
     Matching  Account  which are not immediately  available  for
     distribution  shall be distributed to the Participant  in  a
     lump  sum  distribution  as soon as practicable  after  such
     Shares become available for distribution.  While such Shares
     remain  in  the  Matching Account,  such  Account  shall  be
     credited  with  dividends on such Shares in accordance  with
     Section 5.3.

     A Participant may elect, as the Specified Date for a Savings
     Unit, the first day of any month at least one year after the
     commencement of the Savings Unit.

     Notwithstanding  any election made by the  Participant,  the
     Company  will  distribute the Participant's  Specified  Date
     Distribution in the form of a lump sum distribution  if  the
     FMV of his Pre-Tax plus After-Tax plus Matching Accounts for
     a  Savings Unit is less than $10,000 when distribution of  a
     Specified  Date  Distribution for such  Savings  Unit  would
     otherwise commence.

     7.2  Termination Distribution.

     7.2(a)  Termination of Employment Prior to  Specified  Date.
     Upon  any  termination of employment of the Participant  for
     reasons other than death or Disability or Retirement  before
     the  Specified Date selected for a Savings Unit, the Company
     shall  distribute to the Participant, with respect  to  such
     Savings  Unit,  in a lump sum, shares of Stock corresponding
     to the vested portion of the Shares standing credited to his
     Pre-Tax,  After-Tax and Matching Accounts for  such  Savings
     Unit  determined  as  of  the date of  such  termination  of
     service ("Termination Distribution").

     7.2(b)  Termination of a Savings Unit.   The  provisions  of
     Section  6.2(b) shall apply with respect to the  termination
     of any Savings Unit for which the Specified Date Alternative
     is selected.

     7.2(c)  Loss  of  Eligibility.  The  provisions  of  Section
     6.2(c)  shall apply with respect to the loss of  eligibility
     under  any  Savings  Unit  for  which  the  Specified   Date
     Alternative is selected.

     7.3   Disability.  In the event that a Participant suffers a
     Disability, the provisions of Section 6.3 shall apply except
     that  the  provisions  of  the  following  paragraphs  shall
     govern.

     If  a  Participant's Disability terminates by reason of  his
     death  prior  to  the  Specified Date,  the  rights  of  his
     Beneficiary shall be determined pursuant to Section  7.4  as
     if the Participant had not been disabled but rather had been
     in service on the date of his death and died on such date.

     If  a  Participant suffering from a Disability  attains  the
     Specified Date for a Savings Unit, the Participant shall  be
     entitled  to  the  Specified  Date  Distribution  determined
     pursuant to Section 7.1.

     7.4  Survivor Distribution.

     7.4(a)  If  a Participant dies prior to the commencement  of
     distribution of the Specified Date Distribution with respect
     to a Savings Unit, upon the Participant's death the Employer
     will   distribute  to  the  Participant's  Beneficiary  with
     respect  to such Savings Unit, shares of Stock corresponding
     to all of the Shares in Participant's Pre-Tax, After-Tax and
     Matching  Accounts.  Distribution shall occur in  the  month
     following the date of death.

     7.4(b)  If  a  Participant dies after  the  commencement  of
     payment of an Specified Date Distribution with respect to  a
     Savings   Unit,   the  Employer  will  distribute   to   the
     Participant's Beneficiary the remaining installments of  any
     such  distribution that would have been distributed  to  the
     Participant had the Participant survived.


Section 8 - Beneficiary Designation

     Each  Participant  shall have the right,  at  any  time,  to
     designate  pursuant  to  the Southwestern  Bell  Corporation
     Rules for Employee Beneficiary Designations as may hereafter
     be  amended  from time to time ("Rules"), which Rules  shall
     apply   hereunder  and  are  incorporated  herein  by   this
     Reference,  any  person  or persons as  his  Beneficiary  or
     Beneficiaries (both primary as well as contingent)  to  whom
     distributions of Stock under this Plan shall be made in  the
     event  of  his  death  prior  to  complete  distribution  to
     Participant  of  the distributions due him under  the  Plan.
     Each  Beneficiary  designation shall become  effective  only
     when   filed   in  writing  with  the  Company  during   the
     Participant's lifetime on a form prescribed by  the  Company
     with written acknowledgment of receipt.

     The filing of a new Beneficiary designation form will cancel
     all  Beneficiary designations previously filed.  The  spouse
     of  a  married Participant domiciled in a community property
     jurisdiction shall join in any designation of Beneficiary or
     Beneficiaries other than the spouse.

     If  a  Participant  fails  to designate  a  Beneficiary   as
     provided   above,   or   if  all  designated   Beneficiaries
     predecease   the  Participant  or  die  prior  to   complete
     distribution  of the Participant's distributions,  then  the
     Company  shall direct the distribution of such distributions
     according to the Rules.


Section 9 - Options

     9.1   Grants.   The  HRC shall determine at  its  discretion
     whether  the Options issued pursuant to this Plan  shall  be
     non-qualified  stock  Options  or  incentive  stock  Options
     within  the meaning of Section 422 of the Code. Any  Options
     issued  hereunder shall be non-qualified Options unless  the
     HRC  specifies prior to the Unit Start Date that they  shall
     be  incentive  stock  Options.   Notwithstanding  any  other
     provision  of  the Plan, any incentive stock Options  issued
     under  this Plan shall be issued and exercised in accordance
     with Section 422 of the Code.  The Options may be issued  in
     definitive form or recorded on the books and records of  the
     Company  for  the  account  of  the  Participant,   at   the
     discretion  of  the Company. If the Company  elects  not  to
     issue  the Options in definitive form, they shall be  deemed
     issued,  and the Participants shall have all rights incident
     thereto as if they were issued on the dates provided herein,
     without  further action on the part of the  Company  or  the
     Participant.  In addition to the terms herein,  all  Options
     shall   be   subject  to  such  additional  provisions   and
     limitations  as  provided  in any Administrative  Procedures
     adopted  by  the HRC prior to the issuance of such  Options.
     The  number  of  Options issued to a  Participant  shall  be
     reflected on the Participant's annual statement of account.

     9.2   Term  of  Options.  The Options may only be  exercised
     after  the expiration of one year from date of issue and  no
     later  than the tenth anniversary of their issue, and  shall
     be subject to earlier termination as provided herein.

     9.3  Option Price.  The price per share of Stock purchasable
     under  an Option shall be the Fair Market Value of the Stock
     on the date of issuance of the Options.

     9.4   Issuance of Options.  February 1 and August 1 of  each
     year   shall  each  be  an  Option  issuance  date,   unless
     Southwestern  Bell Corporation Stock is not  traded  on  the
     NYSE on such day in which event the immediate following  day
     in  which Southwestern Bell Stock is so traded shall be  the
     Option  issuance date.  On each Option issuance  date,  each
     Participant shall receive two Options, or such higher number
     as  may be determined by the HRC, in its sole discretion, at
     any  time, or such lower number as may be determined by  the
     HRC,  in  its sole discretion, and announced to Participants
     prior to the Unit Start Date with respect to a Savings Unit,
     for  each Share credited to the Participant's Pre-Tax and/or
     After-Tax  Accounts during the preceding  six  months.   The
     number  of  Options to be received shall  be  determined  by
     multiplying the number of Shares by the number of Options to
     be received for each Share and rounding up to the next whole
     number; provided, however, that no more than 200,000 Options
     shall  be  issued to any individual during a calendar  year.
     No  Share may be counted more than once for the issuance  of
     Options and Options shall only be issued for Shares credited
     to   a  Savings  Unit  with  respect  to  its  Unit  Period.
     Accordingly, the following rules shall apply:

                Options To Be Issued With Respect To A Short Term
          Incentive Award And/Or Other Cash Bonus Contributed  To
          The Plan.

                Following  Retirement,  a  Participant  shall  be
          permitted to contribute his Short Term Incentive  Award
          and/or   other   cash   bonus,  although   paid   after
          Retirement,  into the Stock Savings Plan; and,  subject
          to   application   of  the  rule   in   the   following
          subparagraph, Options may be issued thereon and on  the
          dividends  that would accumulate thereon applicable  to
          the calendar year when the Short Term Award and/or cash
          bonus was placed into the Plan.

                Participants Who Retire, Terminate Employment  Or
          Terminate A Savings Unit During The Calendar Year.

               Options are calculated on August 1 and February 1,
          in  each case for the six preceding months based on the
          Shares  posted  to  the  Participant's  accounts.   The
          August   1   options  are  for  January  through   June
          contributions plus 1st quarter and 2nd quarter dividend
          equivalents.  The  February  1  options  are  for  July
          through December contributions plus the 3rd quarter and
          4th  quarter  dividend equivalents.  If  a  Participant
          retires, terminates employment or terminates a  Savings
          Unit  during an ongoing savings period, since the  Unit
          Period  ends  upon  Retirement,  termination,  etc.,  a
          dividend equivalent shall be treated as being paid with
          respect  to  a  Unit  Period  (i.e.,  for  purposes  of
          receiving Options on such dividend equivalent) only  if
          the  Participant  is employed on any day  of  the  last
          month of the quarter preceding payment of the dividend,
          e.g., one must be employed at least one day in December
          in  order  to  receive Options on  the  fourth  quarter
          dividend equivalent paid the following February  1.   A
          retiree shall thus receive Options on dividends  issued
          with  respect  to his/her last quarter  if  he  or  she
          worked  at  any  time  during the last  month  of  such
          quarter.   The  same shall apply if a Savings  Unit  is
          terminated.  However, for termination of employment, no
          Options shall be granted on the last quarter's dividend
          since   Participant's  account  will   be   distributed
          following   termination  and  even  if   Options   were
          calculated,   they  could  not  be   exercised   as   a
          Participant terminating employment has three months  to
          exercise Options and the Options would not be available
          for  exercise  until  one year following  the  issuance
          date.

     9.5   Exercise  of Options.  An Option may be  exercised  in
     whole  or  in part during the term of the Option  by  giving
     written  notice  of exercise to the Company  specifying  the
     number  of  shares of Stock to be purchased, accompanied  by
     payment  in  full  of  the purchase price  in  cash  or  its
     equivalent.  Payment may be made in the form of unrestricted
     Stock already owned by the optionee, or, in the case of  the
     exercise  of  a non-qualified Option, restricted  Stock,  in
     each  case, based on the Fair Market Value of the  Stock  on
     the  date  immediately  preceding the  date  the  Option  is
     exercised;  provided, however, in the case of  an  incentive
     stock  Option,  the right to make payment  in  the  form  of
     already  owned Stock may be authorized only at the  time  of
     issuance.  As a condition to paying any part of the exercise
     price in Stock, the Stock tendered to the Company must  have
     been held by the Participant for a minimum of six (6) months
     preceding  the  tender.  If payment of the  Option  exercise
     price of a non-qualified stock Option is made in whole or in
     part  in  the  form of restricted Stock, the Stock  received
     upon  the  exercise of such Option shall  be  restricted  in
     accordance  with the original terms of the restricted  Stock
     in  question  except that such restrictions shall  apply  to
     only  that  number of shares equal to the number  of  shares
     surrendered  upon the exercise of such Option.  An  optionee
     shall generally have the rights to dividends or other rights
     of  a  shareholder  with respect to  the  shares  which  are
     subject  to  the Option when the optionee has given  written
     notice  of  exercise and has paid in full for  such  shares.
     With  respect  to any payment made in shares of  Stock,  the
     transaction  shall be deemed to have occurred prior  to  the
     close of business on the day of tender of said shares.

     9.6  Restrictions on Exercise and Transfer.  During the
     optionee's lifetime (for purposes of Paragraphs 9.6 through
     9.9, "optionee" shall only refer to the original recipient
     of an Option), the optionee's Options shall be exercisable
     only by the optionee or by the optionee's guardian or legal
     representative.  After the death of the optionee, except as
     otherwise provided by the Company's Rules for Employee
     Beneficiary Designations, an Option shall only be exercised
     by the holder thereof (including, but not limited to, an
     executor or administrator of a decedent's estate) or his or
     her guardian or legal representative.

     No Option shall be transferable except: (a) upon the death
     of the optionee in accordance with the Company's Rules for
     Employee Beneficiary Designations; and (b) in the case of
     any holder after the optionee's death, only by will or by
     the laws of descent and distribution.

     9.7  Termination by Death.  If an optionee's employment with
     Employer  terminates  by reason of  death,  the  Option  may
     thereafter be exercised, to the extent then exercisable, for
     a  period of three (3) years from the date of such death  or
     until  the  expiration of the stated term  of  such  Option,
     whichever period is shorter.

     9.8  Termination by Disability.  If an optionee's employment
     with Employer terminates by reason of Disability, any Option
     held  by such optionee may thereafter be exercised,  to  the
     extent  it  was exercisable at the time of such  termination
     (or on such accelerated basis as the HRC shall determine  at
     the time of grant), for a period of three (3) years from the
     date of such termination of employment or the expiration  of
     the stated term of such Option, whichever period is shorter;
     provided,  however, that, if the optionee dies  within  such
     three  (3) year period, any unexercised Option held by  such
     optionee  shall thereafter be exercisable to the  extent  to
     which  it was exercisable at the time of death, for a period
     of  three (3) years from the time of termination or for  the
     stated  term  of  such  Stock Option,  whichever  period  is
     shorter.

     9.9   Retirement or Other Termination of Employment.  Except
     as  otherwise  provided in this paragraph, if an  optionee's
     employment   with  Employer  terminates  as  a   result   of
     Retirement or for any reason other than death or Disability,
     the  Option  may  be exercised until the  earlier  of  three
     months from the date of termination or three years from  the
     date of Retirement, as applicable, or the expiration of  the
     term of such Option; provided, however, that a transfer to a
     RWAC shall not be considered a termination of employment  to
     the  extent the term of employment at a RWAC is equal to  or
     less than five years.


Section 10 - Discontinuation, Termination, Amendment

     10.1  Company's Right to Discontinue Offering Savings Units.
     The  Chairman  may  at  any  time discontinue  offerings  of
     additional  Savings Units with respect to any or all  future
     Plan  Years.  Any such discontinuance shall have  no  effect
     upon the pre-tax contributions or after-tax contributions or
     the  terms or provisions of this Plan as applicable  to  any
     then previously existing Savings Units.

     10.2   Company's Right to Terminate Plan.  No  Savings  Unit
     may  be  commenced  after December 31,  2004.  The  HRC  may
     terminate the Plan at any earlier time.  Termination of  the
     Plan shall mean that (1) there shall be no further offerings
     of  additional Savings Units with respect to any future Plan
     Year;  (2) pre-tax contributions and after-tax contributions
     shall  prospectively cease with respect to all Savings Units
     for  the  then  Plan Year and thereafter; and (3)  all  then
     currently  existing  Savings  Units  shall  be  treated   as
     follows:

                The Participant's Matching Accounts shall be 100%
          vested.   The Participant shall receive or continue  to
          receive all distributions under this Plan at such  time
          as provided in and pursuant to the terms and conditions
          of  his  Agreement(s) and as described  in  this  Plan;
          provided,  however, any distributions under  a  Savings
          Unit that is not completed due to a termination of  the
          Plan  under this Section 10.2 shall be based upon  only
          the   actual   pre-tax  contributions  plus   after-tax
          contributions  plus  Employer contributions  made  with
          respect to such Savings Unit prior to such termination,
          and dividends on same thereafter.

     10.3  Amendment.  The HRC may at any time amend the Plan  in
     whole or in part including, but not limited to, changing the
     formulas    for   determining   the   amount   of   Employer
     contributions under Section 5 or the number of Options to be
     issued   under  Section  9;  provided,  however,   that   no
     amendment, including an amendment to this Section 10,  shall
     be  effective, without the written consent of a Participant,
     to   alter,  to  the  detriment  of  such  Participant,  the
     distributions  described in this Plan  as  applicable  to  a
     Savings Unit of the Participant or to decrease the number of
     Shares  standing  credited  to such  Participant's  Pre-Tax,
     After-Tax  and  Matching  Accounts  under  the  Plan.    For
     purposes  of  this  Section  10.3,  an  alteration  to   the
     detriment  of  a Participant shall mean a reduction  in  the
     period  of  time over which stock is distributable  under  a
     Participant's Agreement, or any reduction in the  number  of
     Options, increase in Option price or decrease in the term of
     an  Option.  Written notice of any amendment shall be  given
     to each Participant.

     Notwithstanding anything to the contrary contained  in  this
     section  of  the  Plan, the HRC may modify  this  Plan  with
     respect  to any person subject to the provisions of  Section
     16  of  the  Securities  Exchange Act  of  1934  as  amended
     ("Exchange  Act")  to place additional restrictions  on  the
     exercise of any Option or the transfer of any Stock not  yet
     issued under the Plan.


Section 11 - Miscellaneous.

     11.1   Additional  Benefit.  The reduction  of  any  benefit
     payable  under the Southwestern Bell Corporation  Management
     Pension Plan, which results from participation in this Plan,
     will  be restored as an additional benefit ("make-up piece")
     under  this Plan or under any other comparable Stock savings
     plan.  The Participant shall elect prior to commencement  of
     payment of the make-up piece whether to receive such benefit
     in  cash  in  a  lump sum (consisting  of the present  value
     equivalent of the pension retirement benefit (life  annuity)
     make-up  piece)  or  such benefit  in  an  annuity  form  of
     payment.  Notwithstanding the proceeding provisions of  this
     Section  11.1, if all or a portion of the make-up  piece  is
     paid  pursuant to SRIP or another non-qualified  plan,  then
     such amount shall not be payable pursuant to this Plan.

     11.2  Small Distribution.  Notwithstanding any election made
     by  the  Participant, the Company will distribute any shares
     of  Stock corresponding to Shares in the form of a lump  sum
     distribution if the Shares in Participant's Pre-Tax  Account
     plus  After-Tax Account plus Matching Account have a FMV  of
     less  than  $10,000 when such distribution  would  otherwise
     commence.

     Any   distribution   of   a  fractional   share   of   Stock
     corresponding to a fractional Share shall be in cash.

     11.3   Emergency Distribution.  In the event that  the  HRC,
     upon written petition of the Participant, determines in  its
     sole  discretion,  that  the  Participant  has  suffered  an
     unforeseeable   financial  emergency,  the  Employer   shall
     distribute  to  the  Participant,  as  soon  as  practicable
     following  such  determination, Stock corresponding  to  the
     number of Shares ordered by the HRC from his Pre-Tax, After-
     Tax  and Matching Accounts for one or more Savings Units  as
     necessary    to   meet   the   emergency   (the   "Emergency
     Distribution").  For purposes of this Plan, an unforeseeable
     financial  emergency is an unexpected need for cash  arising
     from  an  illness, casualty loss, sudden financial reversal,
     or  other such unforeseeable occurrence.  Cash needs arising
     from  foreseeable events such as the purchase of a house  or
     education  expenses for children shall not be considered  to
     be the result of an unforeseeable financial emergency.  Upon
     receipt of an Emergency Benefit, a Participant shall not  be
     permitted  to  commence a new Savings Unit until  one  whole
     calendar year has elapsed.

     11.4    Commencement  of  Payments.   Except  as   otherwise
     provided in this Plan, commencement of a distribution  under
     this  Plan  shall begin sixty (60) days following the  event
     which  entitles  a  Participant (or a Beneficiary)  to  such
     distribution,  or at such earlier date as may be  determined
     by the HRC.

              11.5   Withholding.   Upon any  distribution  of
     stock,  including, but not limited to,  shares  of  Stock
     issued upon the exercise of an Option, the Company  shall
     withhold  sufficient  Shares  necessary  to  satisfy  the
     minimum amount of federal, state and local taxes required
     by  law  to be withheld as a result of such distribution.
     Any   excess  fractional  amounts  remaining  after  such
     withholding  shall  be  withheld  as  additional  federal
     withholding.

     11.6   Change  in Status.  In the event of a change  in  the
     employment status of a Participant to a status in  which  he
     is no longer an Eligible Employee under this Plan, but is an
     eligible employee under another similar plan of the Employer
     having  similar provisions, the Participant and all  of  his
     Savings  Units  under  this  Plan  shall  automatically   be
     transferred  to  such other plan for which  he  is  then  an
     eligible  employee, unless otherwise determined by the  HRC.
     In  the  event of any such transfer, the provisions  of  the
     other   plan  to  which  the  Participant  transfers   shall
     thereafter  determine  the rights and distributions  of  the
     Participant with respect to all of his Savings Units, unless
     otherwise  determined  by the HRC.  The  Employer  may,  but
     shall not be required to, enter into revised Agreements with
     the Participant to carry out the provisions of this Section,
     provided that any Participant who is transferred to  another
     plan will not be deemed a new Participant for purposes of  a
     Unit Start Date.

     11.7   Transfer to a RWAC.  If a Participant transfers to  a
     RWAC, all of the Participant's Savings Units shall be frozen
     upon  transfer, unless otherwise determined by the  Company.
     No  further  Participant  pre-tax  contributions,  after-tax
     contributions  or  Employer  contributions  shall  be   made
     subsequent to the transfer.  During the period of employment
     at  a RWAC (for a period not to exceed five (5) years),  the
     Participant shall continue to be credited with dividends  on
     his Pre-Tax, After-Tax and Matching Accounts, as applicable,
     as provided under Section 5.3 and to vest in such amounts as
     provided  under  Section  5.4, and all  distributions  shall
     continue   to  be  payable  to  the  Participant   and   his
     Beneficiaries in accordance with Section 6 and/or Section  7
     hereof,  as applicable.  If the Participant has not  resumed
     employment  with the Employer in an employment status  which
     makes  him eligible to participate in this Plan within  five
     (5)   years   from  the  date  of  transfer,  a  Termination
     Distribution   based  on  the  amounts   credited   to   the
     Participant's Pre-Tax, After-Tax and Matching  Accounts,  as
     applicable,  shall  be paid upon termination  of  employment
     with  a RWAC or the expiration of such five (5) year period,
     whichever is earlier.

     11.8   Leave  of Absence.  If a Participant absents  himself
     from  employment  on  a formally granted  leave  of  absence
     (i.e.,  the  absence is with formal permission in  order  to
     prevent a break in the continuity of the Employee's term  of
     employment,  which permission is granted in conformity  with
     the  rules of the Employer which employs the individual,  as
     adopted from time to time), all of the Participant's Savings
     Units  shall  automatically be frozen  upon  such  leave  of
     absence,  unless  otherwise  determined  by  the   HRC.   No
     Participant pre-tax contributions or after-tax contributions
     or  Employer contributions shall be made during the leave of
     absence.   However,  during  the  leave  of   absence,   the
     Participant shall continue to be credited with dividends  on
     his Pre-Tax, After-Tax and Matching Accounts, as applicable,
     as provided under Section 5.3 and to vest in such amounts as
     provided  under  Section  5.4, and all  distributions  shall
     continue   to  be  payable  to  the  Participant   and   his
     Beneficiaries in accordance with Section 6 and/or Section  7
     hereof,  as  applicable.   If  the  Participant  returns  to
     employment  with the Employer in an employment status  which
     makes  him  eligible  to participate  in  this  Plan  before
     completion  of  or  immediately upon the expiration  of  the
     leave  of absence, Participant pre-tax contributions  and/or
     After-Tax  contributions  and  Employer  contributions  will
     resume  until the end of the original Unit Period.   If  the
     Participant has not resumed employment with the Employer  in
     an employment status which makes him eligible to participate
     in  this  Plan before completion of or immediately upon  the
     expiration   of   the  leave  of  absence,   a   Termination
     Distribution   based  on  the  amounts   credited   to   the
     Participant's Pre-Tax, After-Tax and Matching Accounts shall
     be paid to the Participant.

     This Section 11.8 shall not apply with respect to any period
     during  which a Participant is suffering from a  Disability,
     and  such  period of Disability shall not be included  under
     this  Section  11.8  as a portion of a period  of  leave  of
     absence.

     11.9   Ineligible  Participant.  Notwithstanding  any  other
     provisions  of this Plan to the contrary, if any Participant
     is  determined not to be a "management or highly compensated
     employee"  within  the  meaning of the  Employee  Retirement
     Income   Security  Act  of  1974,  as  amended  (ERISA)   or
     Regulations  thereunder,  such  Participant  will   not   be
     eligible  to participate in this Plan and shall  receive  an
     immediate   lump  sum  distribution  of  shares   of   Stock
     corresponding  to the vested portion of the Shares  standing
     credited   to  his  Pre-Tax  plus  After-Tax  plus  Matching
     Accounts.   Upon  such payment no other  distribution  shall
     thereafter  be  payable  under  this  Plan  either  to   the
     Participant or any Beneficiary of the Participant, except as
     provided under Section 11.1.

     11.10  Unsecured General Creditor.  Participants  and  their
     Beneficiaries, heirs, successors, and assigns shall have  no
     legal  or  equitable  rights, interest,  or  claims  in  any
     property or assets of Employer.  No assets of Employer shall
     be  held  under  any trust for the benefit of  Participants,
     their Beneficiaries, heirs, successors, or assigns, or  held
     in  any way as collateral security for the fulfilling of the
     obligations of Employer under this Plan.  Any and all of the
     Employer's  assets  shall  be,  and  remain,  the   general,
     unpledged,   unrestricted  assets  of  Employer.  Employer's
     obligation  under  the  Plan shall  be  merely  that  of  an
     unfunded  and  unsecured promise of Employer  to  distribute
     shares of Stock corresponding to Shares, and Options,  under
     the Plan in the future.

     11.11   Offset.   If  a Participant becomes  entitled  to  a
     distribution  of  Stock  under the Plan,  the  Employer  may
     offset  against the amount of Stock otherwise distributable,
     any  claims  to reimbursement for intentional wrongdoing  by
     the  Participant against the Employer or an affiliate.  Such
     determination shall be made by the Company.

     11.12   Non-Assignability.  Neither a  Participant  nor  any
     other  person shall have any right to commute, sell, assign,
     transfer,   pledge,  anticipate,  mortgage,   or   otherwise
     encumber,  transfer,  hypothecate or convey  in  advance  of
     actual  receipt,  shares  of Stock corresponding  to  Shares
     under the Plan, if any, or any part thereof, which are,  and
     all   rights  to  which  are,  expressly  declared   to   be
     unassignable  and non-transferable.  No part  of  the  Stock
     distributable  shall,  prior  to  actual  distribution,   be
     subject to seizure or sequestration for the payment  of  any
     debts, judgments, alimony or separate maintenance owed by  a
     Participant  or  any  other person, nor be  transferable  by
     operation  of  law  in the event of a Participant's  or  any
     other person's bankruptcy or insolvency.

     11.13  Employment Not Guaranteed.  Nothing contained in this
     Plan nor any action taken hereunder shall be construed as  a
     contract  of employment or as giving any Employee any  right
     to  be retained in the employ of the Employer or to serve as
     a director.

     11.14   Gender, Singular and Plural.  All pronouns  and  any
     variations thereof shall be deemed to refer to the masculine
     or  feminine, as the identity of the person or  persons  may
     require.   As the context may require, the singular  may  be
     read as the plural and the plural as the singular.

     11.15   Captions.   The captions of the articles,  sections,
     and  paragraphs  of this Plan are for convenience  only  and
     shall not control nor affect the meaning or construction  of
     any of its provisions.

     11.16   Applicable  Law.  This Plan shall  be  governed  and
     construed  in  accordance with the  laws  of  the  State  of
     Missouri.

     11.17  Validity.  In the event any provision of this Plan is
     held  invalid,  void, or unenforceable, the same  shall  not
     affect, in any respect whatsoever, the validity of any other
     provision of this Plan.

     11.18   Notice.  Any notice or filing required or  permitted
     to  be  given  to  the  Company  under  the  Plan  shall  be
     sufficient  if  in writing and hand delivered,  or  sent  by
     registered or certified mail, to the principal office of the
     Employer,  directed to the attention of the Vice  President-
     Human  Resources  of  the Employer.  Such  notice  shall  be
     deemed given on the date of delivery or, if delivery is made
     by  mail,  on the date shown on the postmark on the  receipt
     for registration or certification.

     11.19   Successors and Assigns.  This Plan shall be  binding
     upon the Company and its successors and assigns.

     11.20  Limitations and Adjustments.  The number of shares of
     Stock  which  may  be  distributed  pursuant  to  the  Plan,
     exclusive of Section 9, is 2,500,000.  The number  of  stock
     Options  which may be issued pursuant to Section  9  of  the
     Plan  is  4,100,000. The number of incentive  stock  Options
     which may be issued pursuant to the Plan is 4,100,000.

     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 the Company affecting the shares  of
     Stock, such adjustment shall be made in the number and class
     of  shares  of Stock which may be delivered under the  Plan,
     and  in  the number and class of and/or price of  shares  of
     Stock subject to outstanding Options granted under the Plan,
     as  may be determined to be appropriate and equitable by the
     Committee,  in its sole discretion, to prevent  dilution  or
     enlargement of rights.


Section  12  -  Participation in Previous Non-Qualified  Deferred
Compensation Plan(s) of Company

     12.1   Agreements Relating to Participation in Savings  Plan
     for Salaried Employees.  For purposes of this Plan, the term
     "SBCDCPA"   shall   mean  any  deferred  compensation   plan
     agreement entered into previously between a Participant  and
     Company relative to Participant's participation in a Company
     non-qualified   deferred  compensation  plan   or   program.
     Notwithstanding the provisions of any SBCDCPA to the  effect
     that  if  Participant's basic allotment  percentage  in  the
     Savings  Plan  for  Salaried Employees is changed  from  the
     level stated in said SBCDCPA then said SBCDCPA will be void,
     Participant  shall be allowed to reduce his basic  allotment
     percentage  in the Savings Plan for Salaried Employees,  and
     in  such  event  said SBCDCPA shall not be void  but  rather
     shall   continue   to   be  in  full   force   and   effect.
     Participant's reduction of his basic allotment percentage in
     accordance  with  this  Section 12.1  shall  constitute  and
     operate as an amendment to his prior SBCDCPA.

    12.2   Participation in Southwestern Bell Corporation  Senior
Management    Deferred    Compensation    Program    of     1988.
Notwithstanding  the  provisions  of  any  SBCDCPA  entered  into
previously   between  a  Participant  and  Company  relative   to
Participant's participation in the Southwestern Bell  Corporation
Senior  Management Deferred Compensation Program of  1988  ("1988
Program"), a Participant shall be allowed to freeze some  or  all
of  his Units of Participation in such 1988 Program at the  close
of  business  on  December  31,  1990  and  redirect  the  future
deferrals under such frozen Units of Participation into this Plan
commencing  January  1,  1991. Freezing a Unit  of  Participation
shall  mean that deferrals shall prospectively cease with respect
to  such  Unit of Participation commencing January  1,  1991  and
thereafter,  and that the Participant shall receive all  benefits
under  that frozen Unit of Participation at such time as provided
in  and pursuant to the terms and conditions of his Agreement and
as  described  in the 1988 Program.  Participant's Pre-Retirement
Survivor  Benefit  pursuant to said frozen Unit of  Participation
under  the  1988  Program  shall not  be  reduced  by  reason  of
Participant's    freezing   of   his   Unit   of   Participation.
Participant's  freezing of a Unit of Participation in  accordance
with  this  Section  12.2  shall constitute  and  operate  as  an
amendment  to  his  prior  SBCDCPA  relating  to  such  Unit   of
Participation.


                           SBC STOCK SAVINGS PLAN                    
                               ENROLLMENT FORM

1995 ENROLLMENT FORM                           DUE DATE:JUNE 30, 1994
DEFERRAL INTO STOCK SAVINGS PLAN              Return of this form is Required.



Name                                 Social Security Number
 Please Print

Senior Manager elects to contribute a portion of his/her Base Salary to invest
in SBC Equivalent Shares effective January 1, 1995 as shown below, the terms of
the plan to govern and control.  All Elections are irrevocable.

1. Deferral Election
Effective 1/1/95, I elect to:
    A.  Discontinue additional investments in the Stock Savings Plan. 
        (Complete Section 3).
    B.  Maintain my 1994 "Ongoing" deferral percentage. (Complete 
        Sections 2 & 3).
    C. Enroll or change my enrollment in the Stock Savings Plan. 
       (Complete the following and Sections 2 & 3):
         I elect the following"Ongoing" pre-tax, Base Salary
         deferral percent effective 1/1/95 (indicate whole percent
         below not to exceed 30%):

         Pre-Tax Contribution______  %

2. Distribution Election

Please indicate your choices for DISTRIBUTION of your PRE-TAX
contributions made pursuant to this Unit including dividends thereon and
any Company contribution available for distribution.
    A       At Retirement - I elect to defer making my choice as to the
number of payments at Retirement until no later than the last day
of the calendar year preceding the year in which my Retirement takes
place.
    B       At Retirement - I elect to receive my distribution in
              (specify number not exceeding 15) annual
            installments.
    C       Year Following Retirement- I elect to defer making my choice
           as to the number of payments beginning in February of the year
           following my Retirement until no later than the last calendar day of
           the year in which my Retirement takes place.
    D     Year Following Retirement- I elect to receive my distribution
          beginning in February of the year following my Retirement in
          (specify number not exceeding 15) annual installments.
    E     At Specified Date - I elect to receive my distribution in
           (specify number not exceeding 4) annual installments commencing
          _______.
         (mo/year)

    F       Annual

3. Signature

ACCEPTED AND AGREED                    BY SENIOR MANAGER:
BY THE COMPANY:
                                                                   
                                                                   
By___________________________________  _________________________   _________
Its Senior Executive Vice President-                                 Date
Human Resources
SPECIMEN

