







                                                      Exhibit 25

                                  POWER OF ATTORNEY

                    KNOW ALL MEN BY THESE PRESENTS:

                    THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a
          Delaware corporation, hereinafter referred to as the
          "Corporation," proposes to file with the Securities and Exchange
          Commission at Washington, D.C., under the provisions of the
          Securities Act of 1933, as amended, a Registration Statement on
          Form S-8 for the issuance of up to ten million (10,000,000)
          shares of the Corporation's Common Stock together with an
          indeterminate amount of plan interests pursuant to the
          Southwestern Bell Corporation Savings Plan for Salaried Employees
          and the Southwestern Bell Corporation Savings and Security Plan
          (Non-Salaried Employees); and

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

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

                    IN WITNESS WHEREOF, the undersigned has hereunto set
          his hand the 24th day of June, 1994.

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








                                  POWER OF ATTORNEY

                    KNOW ALL MEN BY THESE PRESENTS:

                    THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a
          Delaware corporation, hereinafter referred to as the
          "Corporation," proposes to file with the Securities and Exchange
          Commission at Washington, D.C., under the provisions of the
          Securities Act of 1933, as amended, a Registration Statement on
          Form S-8 for the issuance of up to ten million (10,000,000)
          shares of the Corporation's Common Stock together with an
          indeterminate amount of plan interests pursuant to the
          Southwestern Bell Corporation Savings Plan for Salaried Employees
          and the Southwestern Bell Corporation Savings and Security Plan
          (Non-Salaried Employees); and 

                    WHEREAS, each of the undersigned is a director of the
          Corporation;

                    NOW, THEREFORE, each of the undersigned hereby
          constitutes and appoints Edward E. Whitacre, Jr.,  James D.
          Ellis, Donald E. Kiernan, William J. Free, Roger W. Wohlert, or
          any one of them, all of the City of San Antonio and State of
          Texas, the undersigned's attorneys for the undersigned and in the
          undersigned's name, place and stead, and in each of the
          undersigned's offices and capacities in the Corporation, to
          execute and file such Registration Statement, and thereafter to
          execute and file any and all amended registration statements and
          amended prospectuses or amendments or supplements to any of the
          foregoing, hereby giving and granting to said attorneys full
          power and authority to do and perform each and every act and
          thing whatsoever requisite and necessary to be done in and
          concerning the premises, as fully to all intents and purposes as
          the undersigned might or could do if personally present at the
          doing thereof, hereby ratifying and confirming all that said
          attorneys may or shall lawfully do, or cause to be done, by
          virtue hereof.

                    IN WITNESS WHEREOF, each of the undersigned has
          hereunto set his or her hand the 24th day of June, 1994.



          /s/ Clarence C. Barksdale          /s/ James E. Barnes         
          Clarence C. Barksdale              James E. Barnes
          Director                           Director



          /s/ Jack S. Blanton                /s/ August A. Busch III     
          Jack S. Blanton                    August A. Busch III
          Director                           Director
<PAGE>








          /s/ Ruben R. Cardenas              /s/ Martin K. Eby, Jr.      
          Ruben R. Cardenas                  Martin K. Eby, Jr.
          Director                           Director


          /s/ Tom C. Frost                   /s/ Jess T. Hay            
          Tom C. Frost                       Jess T. Hay
          Director                           Director


          /s/ B. R. Inman                    /s/ Charles F. Knight      
          B. R. Inman                        Charles F. Knight
          Director                           Director


          /s/ Sybil C. Mobley                /s/ Haskell M. Monroe, Jr. 
          Sybil C. Mobley                    Haskell M. Monroe, Jr.
          Director                           Director


          /s/ Carlos Slim Helu               /s/ Patricia P. Upton      
          Carlos Slim Helu                   Patricia P. Upton
          Director                           Director
<PAGE>
