

                  SOUTHWESTERN BELL CORPORATION
                     1992 STOCK OPTION PLAN

       ARTICLE 1.  PURPOSE, DEFINITIONS AND EFFECTIVE DATE

     1.1  Purpose.  The purpose of the Southwestern Bell
Corporation 1992 Stock Option Plan ("Plan") is to promote the
success and enhance the value of Southwestern Bell Corporation
(the "Company") by linking the personal interests of the
Employees of the Company and its Subsidiaries to the interests of
the Company's shareowners, and by providing Employees with an
additional incentive for outstanding performance.  To achieve
this purpose, Options to purchase common stock of the Company may
be granted to Employees of the Company and its Subsidiaries
pursuant to the Plan.

     1.2  Additional Definitions. In addition to definitions set
forth elsewhere in the Plan, for purposes of the Plan:

          (a)  "Cause" shall mean willful and gross misconduct on
               the part of a Participant that is materially and
               demonstrably detrimental to the Company or any
               Subsidiary as determined by the Committee in its
               sole discretion.

          (b)  "Employee" shall mean any management employee of
               the Company or of one of its Subsidiaries in the
               third (3rd) level of management or above. 
               Directors who are not otherwise employed by the
               Company or any of its Subsidiaries shall not be
               considered Employees under the Plan.

          (c)  "Exchange Act" shall mean the Securities Exchange
               Act of 1934, as amended, or any successor Act
               thereto.

          (d)  "Fair Market Value" shall mean the closing price
               of Shares on the relevant date, or on the next
               preceding trading day if such date was not a
               trading day, all as reported on the New York Stock
               Exchange Composite Trading listings, or a similar
               report selected by the Committee.

          (e)  "Option" shall mean the right to purchase one or
               more shares of the common stock of Southwestern
               Bell Corporation on the terms and conditions
               contained in this Plan, the rules of the
               Committee, and the terms of the Option.

          (f)  "Retirement" shall mean the termination of a
               Participant's employment with the Company or one
               of its Subsidiaries, for reasons other than death,
               disability (as that term is used in the
               Southwestern Bell Corporation Senior Management

               Long Term Disability Plan) or for Cause, on or
               after the date the 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.

          (g)  "Rotational Work Assignment Company" or "RWAC"
               shall mean Bell Communications Research, Inc.,
               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.

          (h)  "Shares" or "Stock" or "Shares of Stock" shall
               mean the common stock of Southwestern Bell
               Corporation.  

          (i)  "Subsidiary" shall mean any corporation in which
               the Company owns directly, or indirectly through
               subsidiaries, more than fifty percent (50%) of the
               total combined voting power of all classes of
               Stock, or any other entity (including, but not
               limited to, partnerships and joint ventures) in
               which the Company owns more than fifty percent
               (50%) of the combined equity thereof.

     1.3  Effective Date.  The Plan shall be effective on the
date it is approved by the Company's shareowners.

                   ARTICLE 2.  ADMINISTRATION

     2.1  The Committee.  The Plan shall be administered by a
committee (the "Committee") which shall be the Human Resources
Committee or any other committee appointed by the Board of
Directors (the "Board") consisting of two or more Directors, each
of whom is a disinterested administrator, i.e., a Director who
was not, during the one year prior to service as an administrator
of the Plan, or during such service, granted or awarded equity
securities (as defined in Rule 16a-1(d) of the Exchange Act)
pursuant to this Plan or any other plan of the Company, except as
otherwise provided in Rule 16b-3(c)(2)(i)(A) through (D)
promulgated under the Exchange Act.

     2.2  Authority of the Committee.  The Committee shall have
full power, except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, and subject to the
provisions of this Plan, to select the recipients of Options
("Participants"); determine the sizes of grants of Options under
the Plan; determine the exercise price, duration, vesting
requirements, and period of exercisability of each Option;
determine the terms and conditions of such Option grants in a
manner consistent with the Plan; construe and interpret the Plan

and any agreement or instrument entered into under the Plan;
establish, amend, or waive rules and regulations for the Plan's
administration; and, subject to the provisions of Article 5 -
Amendment, Modification, and Termination, herein, amend the terms
and conditions of any outstanding Option to the extent such terms
and conditions are within the discretion of the Committee as
provided in the Plan.  Further, the Committee shall make all
other determinations which may be necessary or advisable for the
administration of the Plan.  

          All determinations and decisions made by the Committee
pursuant to the provisions of the Plan, and all related orders
and resolutions of the Board shall be final, conclusive, and
binding on all persons, including the Company, its shareowners,
Employees, Participants, and their estates and beneficiaries.

             ARTICLE 3.  SHARES SUBJECT TO THE PLAN

     3.1  Number of Shares.  Subject to adjustment as provided in
Section 3.3 Adjustments in Authorized Shares, herein, the total
number of Shares of Stock for which Options may be granted under
the Plan may not exceed 9,000,000 Shares.  These Shares may be
either authorized but unissued or reacquired Shares.

     3.2  Lapsed Options.  If any Option granted under the Plan
is canceled, terminates, expires, or lapses for any reason, any
Shares subject to such Option again shall be available for the
grant of an Option under the Plan.

     3.3  Adjustments in Authorized Shares.  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, such adjustment shall be made in
the number and class of Shares which may be delivered under the
plan, and in the number and class of and/or price of Shares
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; and provided that the number of Shares subject to any
Option shall always be a whole number.

                    ARTICLE 4.  STOCK OPTIONS

     4.1  Grant of Options.  Subject to the terms and provisions
of the Plan, Options may be granted to such Employees, at such
times and on such terms and conditions, as shall be determined by
the Committee; provided, however, no Options may be granted after
the 10th anniversary of the effective date of the Plan.  The
Committee shall have discretion in determining the number of
Options and the number of Shares subject to each Option granted
to each Participant.  Without limiting the generality of the
foregoing, the Committee shall have the authority to establish
guidelines setting forth anticipated grant levels which

correspond to various salary grades or the equivalent thereof.

     4.2  Form of Issuance.  Options may be issued in the form of
a certificate or may be recorded on the books and records of the
Company for the account of the Participant.  If an Option is not
issued in the form of a certificate, then the Option shall be
deemed granted upon issuance of a notice of the grant addressed
to the recipient.  The terms and conditions of an Option shall be
set forth in the certificate, in the notice of the issuance of
the grant, or in such other documents as the Committee shall
determine.  The Committee may require a Participant to enter into
a written agreement containing terms and conditions relating to
the Option and its exercise.

     4.3  Option Price.  The Option Price for each grant of an
Option shall be determined by the Committee; provided, however,
that the minimum Option Price shall be one hundred percent (100%)
of the Fair Market Value of a Share on the date the Option is
granted.  

     4.4  Duration of Options.  Each Option shall expire at such
time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than
the tenth (10th) anniversary date of its grant.

     4.5  Vesting of Options.  Options shall vest at such times
and under such terms and conditions as determined by the
Committee.  The Committee shall have the authority to accelerate
the vesting of any Option; provided, however, that the Senior
Executive Vice President - Human Resources, or his successor, or
such other person designated by the Committee, shall have the
authority to accelerate the vesting of Options for any
Participant who is in the fifth level of management or below and
who is not a Director or an officer (as that term is defined in
Section 16 of the Exchange Act).

     4.6. Exercise of Options.  Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each
instance approve, which need not be the same for each grant or
for each Participant.  However, in no event may any Option
granted under this Plan become exercisable prior to the first
anniversary of the date of its grant, except as provided in
Section 4.11 Change in Control.  

     4.7  Payment.  The Option Price shall be paid in full at the
time of exercise.  No Shares shall be issued or transferred until
full payment has been received therefor.  Payment may be in cash
or, unless otherwise provided by the Committee at any time, by
delivery of Shares of Stock owned by the Participant in partial
or full payment; provided, however, 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 is made by the

delivery of Shares of Stock, the value of the Shares delivered
shall be the Fair Market Value of the Shares on the day preceding
the date of exercise of the Option.

     4.8  Termination of Employment.

          (a)  Termination by Reason of Death or Disability.  In
               the event the employment of a Participant is
               terminated by reason of death or disability (as
               that term is used in the Southwestern Bell
               Corporation Senior Management Long Term Disability
               Plan), any outstanding Options granted to the
               Participant shall vest as of the date of
               termination of employment and may be exercised, if
               at all, no more than one (1) year following
               termination of employment, unless the Options, by
               their terms, expire earlier.

          (b)  Termination by Retirement.  In the event the
               employment of a Participant is terminated by
               reason of Retirement, any outstanding Options
               granted to the Participant which are vested as of
               the date of termination of employment may be
               exercised, if at all, no more than three (3) years
               following termination of employment, unless the
               Options, by their terms, expire earlier. 

          (c)  Termination of Employment for Other Reasons.  If
               the employment of a Participant shall terminate
               for any reason other than the reasons set forth in
               (a) or (b), above, and other than for Cause, all
               outstanding Options granted to the Participant
               which are vested as of the date of termination of
               employment may be exercised by the Participant
               within the period beginning on the effective date
               of termination of employment and ending three (3)
               months after such date, unless the Options, by
               their terms, expire earlier.

          (d)  Termination for Cause.  If the employment of a
               Participant shall terminate for Cause, all
               outstanding Options held by the Participant shall
               immediately terminate and be forfeited to the
               Company, and no additional exercise period shall
               be allowed.

          (e)  Options not Vested at Termination.  Any
               outstanding Options not vested as of the effective
               date of termination of employment shall expire
               immediately and shall be forfeited to the Company.

     4.9   Transfers.  For purposes of the Plan, transfer of
employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) or between the Company

or a Subsidiary and a RWAC, to the extent the term of employment
at a RWAC is equal to or less than five years shall not be deemed
a termination of employment.

     4.10  Nontransferability of Options.  No Option granted
pursuant to the Plan shall be transferable otherwise than by will
or by the laws of descent and distribution.  During the lifetime
of a Participant, the Option shall be exercisable only by the
Participant personally or by the Participant's guardian or legal
representative.  If a Participant shall die, the executor or
administrator of the Participant's estate or a transferee of the
Option pursuant to a will or the laws of descent and distribution
shall have the right to exercise the Option in lieu of the
Participant. 

     4.11  Change in Control.  Upon the occurrence of a Change in
Control, all Options held by Participants hereunder shall
immediately become vested and exercisable, notwithstanding the
provisions of Section 4.6 Exercise of Options to the contrary.  A
"Change in Control" shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the shareowners of
the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing twenty
percent (20%) or more of the total voting power represented by
the Company's then outstanding voting securities, or (ii) during
any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new Director whose election by the Board of
Directors or nomination for election by the Company's shareowners
was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareowners of the
Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) at least eighty percent (80%)
of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareowners of the
Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

      ARTICLE 5.  AMENDMENT, MODIFICATION, AND TERMINATION


     5.1  Amendment, Modification, and Termination.  The Board,
may at any time and from time to time, terminate, amend, or
modify the Plan.  However, no such amendment, modification, or
termination of the Plan may be made without the approval of the
shareowners of the Company, if such approval is required by the
Internal Revenue Code, by the insider trading rules of Section 16
of the Exchange Act, by any national securities exchange or
system on which the Shares are then listed or reported, or by a
regulatory body having jurisdiction with respect hereto.

     5.2  Awards Previously Granted.  No termination, amendment,
or modification of the Plan shall in any material manner
adversely affect any Option previously granted under the Plan,
without the written consent of the Participant holding such
Option.

                     ARTICLE 6.  WITHHOLDING

     6.1  Tax Withholding.  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 exercise. Any excess
fractional amounts remaining after such withholding shall be
withheld as additional federal withholding.

                    ARTICLE 7.  MISCELLANEOUS

     7.1  Employment.  Nothing in the Plan shall interfere with
or limit in any way the right of the Company or any Subsidiary
thereof to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the
employment of the Company or any Subsidiary thereof. 

     7.2  Participation.  No Employee shall have the right to be
selected to receive an Option under the Plan, or, having been so
selected, to be selected to receive a future Option.

     7.3  Successors.  All obligations of the Company under the
Plan shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

     7.4  Governing Law.  The Plan, and any and all agreements
hereunder, shall be construed in accordance with and governed by
the laws of the State of Missouri.

