



                               FORM 10-Q
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                                   
                                   
(Mark One)

X          Quarterly Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                  For the period ended June 30, 1994
                                   
                                  or
___        Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                For the transition period from       to
                                   
                     Commission File Number 1-8610
                                   
                     SOUTHWESTERN BELL CORPORATION
                                   
         Incorporated under the laws of the State of Delaware
           I.R.S. Employer Identification Number 43-1301883
                                   
               175 E. Houston, San Antonio, Texas  78205
                   Telephone Number:  (210) 821-4105
                                   
                                   
Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.  Yes  X   No

At July 29, 1994, 601,814,367 common shares were outstanding.
<TABLE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

SOUTHWESTERN BELL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Dollars in millions except per share amounts
(Unaudited)
<CAPTION>
                                       Three months ended              Six months ended
                                             June 30,                        June 30, 
                                         1994            1993            1994            1993
<S>                               <C>             <C>             <C>             <C>        
Operating Revenues
Local service                     $     1,435.1   $     1,280.4   $     2,799.3   $     2,502.4
Network access                            705.7           662.6         1,387.2         1,300.3
Long-distance service                     229.7           245.1           453.3           483.6
Directory advertising                     123.3           109.4           242.8           220.6
Other                                     270.8           241.8           528.2           490.2
Total operating revenues                2,764.6         2,539.3         5,410.8         4,997.1

Operating Expenses
Cost of services and products             867.0           803.9         1,706.5         1,591.3
Selling, general and administrative       739.3           680.9         1,455.6         1,358.2
Depreciation and amortization             504.5           479.6           996.5           952.0
Total operating expenses                2,110.8         1,964.4         4,158.6         3,901.5
Operating Income                          653.8           574.9         1,252.2         1,095.6

Other Income (Expense)
Interest expense                         (117.2)         (130.8)         (232.7)         (258.7)
Equity in net income of affiliates         67.4            59.8           137.4           113.9
Other expense - net                       (17.8)          (19.0)          (31.7)          (26.5)
Total other income (expense)              (67.6)          (90.0)         (127.0)         (171.3)
Income Before Income Taxes,
 Extraordinary Loss and Cumulative Effect
 of Changes in Accounting Principles      586.2           484.9         1,125.2           924.3

Income Taxes
Federal                                   175.8           129.0           334.8           245.7
State and local                            24.9            17.9            47.2            38.1
Total income taxes                        200.7           146.9           382.0           283.8
Income Before Extraordinary Loss
 and Cumulative Effect of Changes
 in Accounting Principles                 385.5           338.0           743.2           640.5
Extraordinary Loss on Early Extinguishment
  of Debt, net of tax                       -             (43.6)            -            (133.0)
Cumulative Effect of Changes in Accounting 
  Principles, net of tax                    -               -               -          (2,127.2)
Net Income (Loss)                 $       385.5   $       294.4   $       743.2   $    (1,619.7)

See Notes to Consolidated Financial Statements.
</TABLE>

           (Continued)


<TABLE>

SOUTHWESTERN BELL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Dollars in millions except per share amounts
(Unaudited)
<CAPTION>
                                        Three months ended              Six months ended
                                              June 30,                        June 30, 
                                           1994            1993            1994            1993
<S>                                   <C>           <C>             <C>         <C>   
Earnings Per Common Share:

Income Before Extraordinary Loss and
 Cumulative Effect of Changes in
 Accounting Principles                $     0.64   $       0.56     $     1.24   $      1.07
Extraordinary Loss on Early
  Extinguishment of Debt, net of tax        -             (0.07)            -          (0.22)
Cumulative Effect of Changes in
  Accounting Principles, net of tax         -               -               -          (3.55)
Net Income (Loss)                     $     0.64   $      0.49     $      1.24   $     (2.70)
Weighted Average Number of Common
  Shares Outstanding (in millions)        601.3           600.2           601.6        600.2

Dividends Declared Per Common Share $     0.3950   $      0.3775   $      0.7900   $    0.7550

See Notes to Consolidated Financial Statements.
</TABLE>




SOUTHWESTERN BELL CORPORATION
CONSOLIDATED BALANCE SHEETS
Dollars in millions except per share amounts
                                                       June 30,    December 31,
                                                               1994        1993
Assets                                                  (Unaudited)
Current Assets
Cash and cash equivalents                              $      484.0   $    618.4
Accounts receivable - net of allowances 
for uncollectibles of
$111.3 and $111.2                                           1,962.6      2,055.2
Material and supplies                                         140.2        148.9
Prepaid expenses                                              196.1        126.5
Deferred charges                                              235.8        192.0
Deferred income taxes                                         209.2        197.0
Other                                                         147.8        281.8
Total current assets                                        3,375.7      3,619.8
Property, Plant and Equipment - at cost                    29,101.8     28,170.6
  Less: Accumulated depreciation and amortization          11,675.6     11,079.1
Property, Plant and Equipment - Net                        17,426.2     17,091.5
Intangible Assets - Net of Accumulated Amortization of
$373.9 and $368.2                                           1,815.9      1,147.4
Investments in Equity Affiliates                            1,412.5      1,420.8
Other Assets                                                  995.6      1,028.0
Total Assets                                           $   25,025.9   $ 24,307.5

Liabilities and Shareowners' Equity
Current Liabilities
Debt maturing within one year                          $    1,666.4   $  1,385.7
Accounts payable and accrued liabilities                    3,034.9      2,876.2
Dividends payable                                             237.8        226.6
Total current liabilities                                   4,939.1      4,488.5
Long-Term Debt                                              5,527.1      5,459.4

Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes                                       2,526.7      2,387.0
Postemployment benefit obligation                           2,696.4      2,897.0
Unamortized investment tax credits                            400.5        430.4
Other noncurrent liabilities                                1,092.9      1,076.8
Total deferred credits and other noncurrent liabilities     6,716.5      6,791.2

Shareowners' Equity
Common shares issued ($1 par value)                           605.2        602.7
Capital in excess of par value                              5,677.7      5,577.0
Retained earnings                                           2,162.0      1,891.4
Guaranteed obligations of employee stock ownership plans     (329.7)     (352.9)
Foreign currency translation adjustment                      (137.5)     (40.2)
Treasury shares (at cost)                                    (134.5)     (109.6)
Total shareowners' equity                                   7,843.2      7,568.4
Total Liabilities and Shareowners' Equity              $   25,025.9   $ 24,307.5

See Notes to Consolidated Financial Statements.



SOUTHWESTERN BELL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions, increase (decrease) in cash and cash equivalents
(Unaudited)
                                                               Six months ended
                                                                 June 30,
                                                          1994            1993
Operating Activities
Net income (loss)                                  $       743.2   $  (1,619.7)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
   Depreciation and amortization                           996.5         952.0
   Undistributed earnings from investments in 
    equity affiliates                                      (88.8)        (55.4)
   Provision for uncollectible accounts                     60.4          54.4
   Amortization of investment tax credits                  (29.9)        (32.3)
   Pensions and other postemployment expenses              169.4         144.8
   Deferred income tax expense                              65.0          63.7
   Extraordinary loss, net of tax                            -           133.0
   Cumulative effect of accounting changes, net of tax       -         2,127.2
   Other - net                                            (208.0)       (384.0)
Total adjustments                                          964.6       3,003.4
Net Cash Provided by Operating Activities                1,707.8       1,383.7

Investing Activities
   Construction and capital expenditures                (1,054.0)     (1,048.6)
   Purchase of short-term investments                      (78.1)       (157.0)
   Proceeds from short-term investments                    191.2         181.4
   Dispositions                                              -            69.1
   Acquisitions                                           (773.9)           -  
Net Cash Used in Investing Activities                   (1,714.8)       (955.1)

Financing Activities
   Net change in short-term borrowings with original
     maturities of three months or less                    620.1         305.6
   Issuance of other short-term borrowings                   7.5           -  
   Repayment of other short-term borrowings                 (5.0)       (126.6)
   Issuance of long-term debt                              150.7       1,141.5
   Repayment of long-term debt                            (403.6)       (180.0)
   Early extinguishment of debt and related call premiums    -        (1,094.8)
   Issuance of common shares                                20.9           -  
   Purchase of treasury shares                            (117.3)       (149.0)
   Issuance of treasury shares                              13.3          55.1
   Dividends paid                                         (414.0)       (398.7)
Net Cash Used in Financing Activities                     (127.4)       (446.9)
Net decrease in cash and cash equivalents                 (134.4)        (18.3)
Cash and cash equivalents beginning of year                618.4         505.2
Cash and Cash Equivalents End of Period            $       484.0   $     486.9

Cash Paid During the Six Months Ended June 30 for:
    Interest                                       $       250.5   $     282.7
    Income taxes                                   $       425.7   $     223.4

See Notes to Consolidated Financial Statements.

<TABLE>

SOUTHWESTERN BELL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
Dollars in millions
(Unaudited)
<CAPTIONS>
                                                                    Guaranteed
                                                                   Obligations    Foreign
                                          Capital in               of Employee    Currency
                               Common     Excess of     Retained   Stock Owner- Translation    Treasury
                               Shares     Par Value     Earnings    ship Plans   Adjustment     Shares
<S>                              <C>        <C>          <C>           <C>         <C>          <C> 
Balance, December 31, 1992       $300.9     $5,834.8     $3,634.8      ($397.3)      ($27.9)      ($68.9)
Net income (loss)                   -            -       (1,619.7)         -            -            -  
Dividends to shareowners            -            -         (452.9)         -            -            -  
Two-for-one stock split           300.9       (300.9)         -            -            -            -
Reduction of debt associated with
 Employee Stock Ownership Plans     -            -            -           22.1          -            -  
Foreign currency 
 translation adjustment             -            -            -            -           (1.4)         -  
Purchase of treasury shares         -            -            -            -            -         (149.4)
Issuance of treasury shares:
   Dividend Reinvestment Plan                    3.3          -            -            -           68.8
   Other issuances                  -            0.4          -            -            -           36.1
Other                               -            -            3.1          -            -            -  
Balance, June 30, 1993           $601.8     $5,537.6     $1,565.3      ($375.2)      ($29.3)     ($113.4)


Balance, December 31, 1993       $602.7     $5,577.0     $1,891.4      ($352.9)      ($40.2)     ($109.6)
Net income                          -            -          743.2          -            -            -  
Dividends to shareowners            -            -         (475.8)         -            -            -  
Reduction of debt associated with
 Employee Stock Ownership Plans     -            -            -           23.2          -            -  
Foreign currency translation  
 adjustment                         -            -            -            -          (97.3)         -  
Issuance of common shares:
   Dividend Reinvestment Plan       1.8         70.1          -            -            -            -  
   Other                            0.7         26.5
Purchase of treasury shares         -            -            -            -            -         (117.6)
Issuance of treasury shares         -            4.1          -            -            -           92.7
Other                               -            -            3.2          -            -            -  
Balance, June 30, 1994           $605.2     $5,677.7     $2,162.0      ($329.7)     ($137.5)     ($134.5)

See Notes to Consolidated Financial Statements.
</TABLE>
                                    *   * *  *
<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA
At June 30, or for the six months then ended:                             1994         1993
<S>                                                                    <C>          <C>     
  Return on weighted average shareowners' equity* # . . . . . . .        18.92%       17.23%
  Debt ratio #  . . . . . . . . . . . . . . . . . . . . . . . . . .      47.84%       50.13%
  Network access lines in service (000)  . . . . . . . . . . . . .      13,472       13,023
  Access minutes of use (000,000) #   . . . . . . . . . . . . . . .     23,540       21,451
  Long-distance messages (000)    . . . . . . . . . . . . . . . . .    548,638      539,765
  Cellular customers (000)   . . . . . . . . . . . . . . . . . . .       2,425        1,643
  Number of employees     . . . . . . . . . . . . . . . . . . . . .     59,360       60,390

* 1993 calculated using Income Before Extraordinary Loss and Cumulative Effect
   of Changes in Accounting Principles.
# 1993 amounts have been restated to conform to the current year's 
  classifications.
</TABLE>

SOUTHWESTERN BELL CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   PREPARATION OF INTERIM FINANCIAL STATEMENTS - The consolidated
  financial statements have been prepared by Southwestern Bell
  Corporation (Corporation) pursuant to the rules and regulations of the
  Securities and Exchange Commission (SEC) and, in the opinion of
  management, include all adjustments (consisting only of normal
  recurring accruals and adjustments necessary for adoption of new
  accounting standards) necessary to present fairly the results for the
  interim periods shown.  Certain information and footnote disclosures,
  normally included in financial statements prepared in accordance with
  generally accepted accounting principles, have been condensed or
  omitted pursuant to such SEC rules and regulations.  Management
  believes that the disclosures made are adequate to make the
  information presented not misleading.  Certain reclassifications have
  been made to the 1993 consolidated financial statements to conform
  with the 1994 presentation.  The results for the interim periods are
  not necessarily indicative of results for the full year.  The
  financial statements contained herein should be read in conjunction
  with the consolidated financial statements and notes thereto included
  in the Corporation's 1993 Annual Report.

2.  CONSOLIDATION - The consolidated financial statements include the
accounts of the Corporation and its majority-owned subsidiaries.
Southwestern Bell Telephone Company (Telephone Company) is the
Corporation's largest subsidiary.  All significant intercompany
transactions are eliminated in the consolidation process.  Investments
in companies in which the Corporation owns 20 percent to 50 percent of
the voting common stock or otherwise exercises significant influence
over operating and financial policies of the company are accounted for
under the equity method.  Earnings from foreign investments accounted
for under the equity method are included for periods ended within
three months of the date of the Corporation's Consolidated Statements
of Income.


Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Dollars in millions except per share amounts

RESULTS OF OPERATIONS

Southwestern Bell Corporation (Corporation) reported net income of
$385.5 or $.64 per share for the second quarter of 1994 and net income
of $743.2, or $1.24 per share, for the first six months of 1994.
Financial results for the second quarters and first six months of 1994
and 1993 are summarized as follows:


                         Second Quarter               Six-Month Period
                                              %                            %
                        1994        1993   Change       1994       1993   Change

Operating         $   2,764.6   $  2,539.3  8.9%   $  5,410.8   $ 4,997.1   8.3%
revenues

Operating         $   2,110.8   $  1,964.4  7.5%   $  4,158.6   $ 3,901.5   6.6%
expenses

Income before                                                                 
extraordinary                                                                 
loss and          $   385.5     $  338.0    14.1%  $  743.2     $ 640.5    16.0%
accounting
changes

Extraordinary         -         $  (43.6)   -         -         $ (133.0)     -
loss

Accounting            -            -        -         -         $ (2,127.2)   -
changes

Net income        $   385.5     $  294.4    30.9%  $  743.2     $ (1,619.7)   -
(loss)

The primary factors contributing to the increase in income before
extraordinary loss and cumulative effect of changes in accounting
principles during the second quarter and first six months of 1994 were
growth in demand for services and products at Southwestern Bell Mobile
Systems, Inc. (Mobile Systems) and Southwestern Bell Telephone Company
(Telephone Company), and an increase in the equity in net income of
affiliates from the Corporation's investment in Telefonos de Mexico,
S.A. de C.V. (Telmex).  These increases were partially offset by a
combination of previously ordered rate reductions and accruals for
potential rate reductions at the Telephone Company, as discussed in
the Corporation's 1993 Annual Report.

Results for the second quarter and first six months of 1993 reflect
extraordinary losses of $43.6 and $133.0, respectively, associated with
refinancing of Telephone Company long-term debt.  In addition,
effective January 1,1993, the Corporation adopted new financial
accounting standards relating to postretirement benefits,
postemployment benefits, and income taxes resulting in a one-time, non-
cash charge to 1993 earnings of $2,127.2.


The Corporation's operating revenues in the second quarter and first
six months of 1994 increased $225.3, or 8.9 percent, and $413.7, or
8.3 percent, over the second quarter and first six months of 1993.
Components of operating revenues for the second quarters and first six
months of 1994 and 1993 are as follows:

                      Second Quarter           Six-Month Period
                  1994       1993     % Change   1994       1993   % Change
Local service                                                       
  Landline      $ 1,000.8    $ 965.4     3.7%   $ 1,992.3  $ 1,914.3    4.1%

  Wireless          434.3      315.0    37.9        807.0      588.1   37.2

Network access                                                      
  Interstate        460.9      445.2    3.5         915.8      877.3    4.4

  Intrastate        244.8      217.4    12.6        471.4      423.0   11.4

Long-distance       229.7      245.1    (6.3)       453.3      483.6   (6.3)
service

Directory           123.3      109.4    12.7         242.8     220.6    10.1
advertising

Other               270.8      241.8    12.0          528.2    490.2     7.8

     Total      $ 2,764.6  $ 2,539.3     8.9%     $ 5,410.8 $4,997.1     8.3%

     Landline local service revenues increased in the second quarter
     and first six months of 1994 due primarily to increases in
     demand, including growth in the number of access lines of 3.4
     percent from June 30, 1993.  This was partially offset by the
     impact of previously ordered rate reductions in Texas and
     accruals for potential rate reductions in Missouri.
     
     Wireless local service revenues increased in the second quarter
     and first six months of 1994 due primarily to a 47.6 percent
     increase in cellular customers offset partially by a decline in
     average revenue per customer.  Excluding customers added through
     acquisition, there was a 45.4 percent increase in cellular
     customers from June 30, 1993.
     
     Interstate network access revenues increased in the second
     quarter and first six months of 1994 due primarily to an increase
     in demand for access services and growth in end user charges
     attributable to an increasing access line base, partially offset
     by the impact of accruals for sharing under the Federal
     Communications Commission (FCC) price cap plan.  Network access
     revenues also reflect a retroactive billing adjustment that
     decreased interstate revenues while increasing intrastate
     revenues.

     
     Intrastate network access revenues increased in the second
     quarter and first six months of 1994 due to an increase in
     demand, partially offset by previously ordered rate reductions,
     primarily in Texas.  Approximately one-third of the increase
     reflects the 1994 partial replacement of the Texas pool
     settlement process with a system of primary toll carrier charges.
     Charges paid to the Telephone Company by other intrastate
     carriers are now recorded as access revenues, while those paid by
     the Telephone Company are recorded as cost of services and
     products.  These amounts are offsetting and did not materially
     affect operating income in the second quarter and first six
     months of 1994.  Previously, the net settlement pool payment or
     receipt was recorded as an increase or decrease in revenue.
     Revenues also increased as a result of the billing adjustment
     noted above.
     
     Long-distance service revenues decreased in the second quarter
     and first six months of 1994 due mainly to accruals for potential
     rate reductions, primarily in Missouri, and reclassification of
     certain revenues to access revenues.
     
     Directory advertising revenues increased in the second quarter
     and first six months of 1994 primarily due to recognition in 1994
     of white pages advertising revenues in the month of publication,
     conforming to the recognition of other directory advertising
     revenues.  In 1993, white pages revenues were recorded ratably
     throughout the year.  Second quarter results also reflect growth
     in yellow pages revenues.
     
     Other operating revenues increased in the second quarter and
     first six months of 1994 due to increased cellular telephone
     equipment sales at Mobile Systems, the addition of cable
     television revenues resulting from the January 1994 acquisition
     of two systems from Hauser Communications, Inc., and increased
     demand for the Telephone Company's non-regulated services and
     products, including Caller ID equipment.  These increases were
     partially offset by the absence of revenues associated with
     Metromedia Paging Services, Inc., sold in the fourth quarter of
     1993 and, for the six-month period, the residential equipment
     sales operations of Southwestern Bell Telecommunications, Inc.,
     sold after the first quarter of 1993.
     


The Corporation's operating expenses in the second quarter and first
six months of 1994 increased $146.4, or 7.5 percent, and $257.1, or
6.6 percent over the second quarter and first six months of 1993,
respectively.  Components of operating expenses for the second
quarters and first six months of 1994 and 1993 are as follows:

                      Second Quarter            Six-Month Period
                  1994         1993     %        1994       1993     % Change
                                        Change
Cost of                                                              
services and     $867.0     $  803.9    7.8%   $ 1,706.5  $ 1,591.3  7.2%
products

Selling,                                                             
general and       739.3        680.9    8.6      1,455.6    1,358.2  7.2
administrative

Depreciation                                                         
and               504.5        479.6    5.2      996.5      952.0    4.7
amortization

     Total       $2,110.8   $  1,964.4  7.5%   $ 4,158.6  $ 3,901.5  6.6%
     
     Cost of services and products increased for the second quarter
     and first six months of 1994 due to increased demand for cellular
     services and products, increased switching system software
     license fees at the Telephone Company, including fees related to
     enhanced services, annual compensation increases and Texas
     primary toll carrier access expenses discussed above.  These
     increases were partially offset by the absence of expenses
     associated with paging services, sold in the fourth quarter of
     1993 and, for the six-month period, residential equipment sales
     operations, sold after the first quarter of 1993.
     
     Selling, general and administrative expenses increased in the
     second quarter and first six months of 1994 due to growth in
     cellular operations, higher pension benefit expenses,
     compensation increases and higher operating taxes, partially
     offset by savings associated with 1993 force reductions.
     
     Depreciation and amortization increased in the second quarter and
     first six months of 1994 due primarily to a growth in plant level
     and changes in plant composition.
     
Interest expense decreased $13.6, or 10.4 percent, and $26.0 or
10.1 percent in the second quarter and first six months of 1994,
respectively, due primarily to lower interest rates on Telephone
Company debt refinanced in 1993.  Comparisons are also favorably
affected by the recording of interest expense associated with the
settlement of federal income tax audit issues in the second quarter of
1993.


Equity in net income of affiliates, which relates primarily to Telmex,
increased $7.6, or 12.7 percent, and $23.5 or 20.6 percent in the
second quarter and first six months of 1994, respectively.  The
increases were due primarily to access line growth, increases in rates
and long distance usage growth, partially offset by declines in the
value of the Mexican peso.  Telmex earnings are recorded by the
Corporation for periods ended within three months of the financial
statement date, are stated in accordance with U.S. generally accepted
accounting principles, are not adjusted for the effects of inflation
and reflect certain other purchase accounting adjustments.

Federal income tax expense increased $46.8, or 36.3 percent, in the
second quarter and $89.1, or 36.3 percent, for the first six months of
1994 due primarily to higher income before income taxes and the 1
percent increase in the federal income tax rate enacted in the third
quarter of 1993.

OPERATING ENVIRONMENT AND TRENDS OF THE BUSINESS

Regulatory Developments

Federal - In June 1994, the United States Court of Appeals for the
District of Columbia Circuit (Court of Appeals) released its opinion
on an appeal filed by the Telephone Company and several other local
exchange carriers.  The local exchange carriers had appealed the FCC's
October 1992 order which required local exchange carriers to file
tariffs permitting independent parties to physically collocate their
equipment within local exchange carrier central offices for the
purposes of providing certain special access services.   The Court of
Appeals vacated the FCC's physical collocation requirement and
remanded the order in all other respects, such as virtual collocation,
to the FCC for further proceedings.  Virtual collocation involves a
set of technical and pricing rules intended to position the
interconnector as if its equipment were located in the central office.

In July 1994, the FCC released a Memorandum, Opinion and Order (the
Order) requiring certain local exchange carriers to file virtual
collocation tariffs by September 1, 1994 to become effective December
15, 1994.  Under the Order, local exchange carriers are required to
provide equipment designated by independent parties to offer virtual
collocation within the local exchange carriers' central offices.
Local exchange carriers may choose to continue offering physical
collocation instead of filing new tariffs for virtual collocation.
The Corporation intends to appeal the Order.  At this time, 
management is unable to estimate the financial impact of the Order on the
Corporation.





In July 1994, the Court of Appeals remanded the FCC's decision to deny
increases to the price caps (referred to as "exogenous treatment") to
reflect the incremental interstate costs associated with the
accrual accounting required by Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (Statement No. 106).  The Court of Appeals remand
requires the FCC to reconsider the Telephone Company's existing
request for interstate rate recovery of Statement No. 106 costs.
Because the remand requires further FCC action, interpretation and
negotiation with the Telephone Company and other local exchange
carriers, the financial impact of the remand cannot be estimated at
this time.

In June 1994, the Corporation filed a motion with the United States
District Court for the District of Columbia (the Court) seeking
removal of restrictions that prevent it from providing interLATA long-
distance service to its cellular customers.  This filing follows a
period of almost two and one-half years of preliminary discussions
between the Corporation and the United States Department of Justice
(DOJ).  In July 1994, the Corporation asked the DOJ to support a
waiver allowing the Corporation to offer interLATA long-distance
service through subsidiaries outside the five-state Telephone Company
service region.  Both of these matters are pending.

In July 1994, the Corporation joined with three other Regional Holding
Companies (RHC) in a joint petition asking the Court to vacate the
consent decree issued by the Court at the time of AT&T's divestiture
of the RHCs.  Among other items, the consent decree prevents the RHCs
from providing interLATA telephone service and manufacturing
telecommunications equipment.  This matter is pending.

Other Business Matters

During the second quarter, the Corporation finalized its acquisition
of cellular systems in Syracuse, Utica and Ithaca, New York.  Also
during the second quarter, the Corporation was selected as a partner
in a consortium that will design, build and operate a second
nationwide cellular network in the Republic of Korea.  The Corporation
will have an 8.3 percent ownership in the consortium, which expects to
begin providing service by January 1996.

LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 1994, as in 1993, the Corporation's
primary source of funds continued to be cash provided by operating
activities.  Other sources of cash used in the 1994 acquisitions of
cable television properties in Washington, D.C., and cellular
properties included proceeds from the issuance of short-term debt and
sales of short-term investments.  In addition, portions of the
acquisitions were completed through the issuance of the Corporation's
common shares.  In both 1994 and 1993, cash provided by operating
activities is reduced by contributions of $101.0 and $135.5,
respectively, to the collectively bargained Voluntary Employees'
Beneficiary Association trusts for the purpose of funding certain
postretirement benefits.

The Corporation had $484.0 of cash and cash equivalents available at
June 30, 1994.  The Corporation has entered into agreements with
several banks for lines of credit totaling $780.0, all of which may be
used to support commercial paper borrowings.  These lines had not been
utilized as of June 30, 1994.  Commercial paper borrowings as of June
30, 1994 totaled $1,513.1.

 PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

(a)  The annual meeting of the shareowners of Southwestern Bell
     Corporation (Corporation) was held on April 29, 1994, in San
     Antonio, Texas.  Shareholders representing 484,952,860 shares of
     common stock were present in person or were represented at the
     meeting by proxy.

(b)  At the meeting, holders of common shares voted as indicated below
     to elect the following persons to the Board of Directors for a
     three year term:

     DIRECTOR                    FOR            WITHHELD *
     Clarence C.             475,314,555          9,683,305
     Barksdale
     Jack S. Blanton         475,162,752          9,790,108
     Ruben R. Cardenas       475,385,318          9,567,542
     Martin K. Eby, Jr.      475,628,191          9,324,669
     Charles F. Knight       475,217,216          9,735,644
     Carlos Slim Helu        474,515,730         10,437,130

      *   Includes shares represented at the meeting by proxy where
     the shareholder withheld authority to vote for the indicated
     director or directors, as well as shares voted in person at the
     meeting where the shareholder did not vote for such director or
     directors.

(c)  Shareholders ratified the appointment of Ernst & Young as
     independent auditors to examine the consolidated financial
     statements of the Corporation for the year ended December 31,
     1994.  The vote was 476,778,757 shares FOR and 4,501,711 shares
     AGAINST, with 3,672,392 shares ABSTAINING.

(d)  Shareholders approved the establishment of the Southwestern Bell
     Corporation Stock Savings Program.  The vote was 437,547,636
     shares FOR and 38,926,116 shares AGAINST, with 8,479,108 shares
     ABSTAINING.

(e)  Shareholders approved the establishment of the Southwestern Bell
     Corporation Key Executive Officer Short Term Incentive Plan.  The
     vote was 415,942,091 shares FOR and 56,862,772 shares AGAINST,
     with 12,147,997 shares ABSTAINING.


(f)  Shareholders rejected the Shareowner Proposal to require the
     preparation of a study evaluating the impact on the Corporation
     of the North American Free Trade Agreement.  The vote was
     58,921,431 shares FOR and 339,924,369 shares AGAINST, with
     29,302,867 shares ABSTAINING.  There were 56,804,193 broker non-
     votes recorded.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit 10.1 Southwestern Bell Corporation Stock Savings Plan, revised
             effective August 1, 1994.

Exhibit 10.2 Southwestern Bell Corporation 1992 Stock Option Plan,
             revised effective August 1, 1994.

Exhibit 10.3 Southwestern Bell Corporation Senior Management Deferred
             Compensation Plan (effective for units of participation
             having a unit start date prior to January 1, 1988),
             revised July 30, 1993.  (Exhibit 10.5 to Registration
             Statement No. 33-54795.)

Exhibit 10.4 Southwestern Bell Corporation Senior Management Deferred
             Compensation Program of 1988, revised July 30, 1993.
             (Exhibit 10.6 to Registration Statement No. 33-54795.)

Exhibit 10.5 Southwestern Bell Corporation Restricted Stock Plan for
             Non-Employee Directors.  (Exhibit 10.17 to Registration
             Statement No. 33-54795.)

Exhibit 10.6 Southwestern Bell Corporation Officer Retirement Savings
             Plan.  (Exhibit 10.18 to Registration Statement No. 33-
             54795.)

Exhibit 12  Computation of Ratios of Earnings to Fixed Charges.

(b)  Reports on Form 8-K

     On April 6, 1994, Southwestern Bell Corporation (Corporation)
     filed a Current Report on Form 8-K, reporting on Item 5, Other
     Events.  The Corporation filed information relating to the
     termination of plans to form a cable partnership with Cox Cable
     Communications.
     
On May 19, 1994, the Corporation filed a Current Report on Form 8-K,
reporting on Item 7, Financial Statements and Exhibits.  The
Corporation filed exhibits relating to the issuance of floating rate
Medium-Term Notes by Southwestern Bell Capital Corporation

                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                   Southwestern Bell Corporation




August 10, 1994                    /s/ Donald E. Kiernan
                                   Donald E. Kiernan
                                   Senior Vice President, Treasurer
                                      and Chief Financial Officer


