

                     SOUTHWESTERN BELL CORPORATION
           RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

I.     Purpose

The purpose of the Plan is to further align the financial interests of
the Non-Employee Directors of Southwestern Bell Corporation with those
of the Corporation's shareowners through the issuance of the
Corporation's Common Stock to such Non-Employee Directors, and to help
the Corporation attract and retain highly-qualified individuals to serve
as Directors.

II.    Effective Date

The effective date of the Plan shall be August 1, 1994.

III.   Definitions

In this Plan, the following definitions apply:

(a)       "Board" means the Board of Directors of the Corporation.

(b)       "Common Stock" or "Stock" means the common stock, $1 par
          value, of the Corporation.

(c)       "Corporation" means Southwestern Bell Corporation, a Delaware
          corporation.

(d)       "Director" means a member of the Board of Directors of the
          Corporation.

(e)       "Non-Employee Director" means any member of the Corporation's
          Board of Directors who, when he or she first became a Director of the
          Corporation, was not an employee of the Corporation or of any fifty
          percent or majority owned subsidiary of the Corporation.

(f)       "Plan" means the Southwestern Bell Corporation Restricted
          Stock Plan for Non-Employee Directors.

(g)       "Restricted Stock" means Common Stock of the Corporation which
          is subject to the restrictions provided in this Plan.

IV.    Eligibility

Participation in this Plan is limited to Non-Employee Directors.

V.     Awards

On the effective date of this Plan, each Non-Employee Director holding
office on such date shall be granted an award of 1,000 shares of
Restricted Stock.  In addition, each Non-Employee Director who first
becomes a Director after the effective date of the Plan shall, on the
date of taking office, receive an award of 1,000 shares of Restricted
Stock.


All Stock issued under this Plan shall be treasury Stock of the
Corporation.

VI.    Restricted Stock

(a)       Restrictions.  During the period Stock granted under the Plan
          is restricted, the Stock shall not be transferable other than by
          will or the laws of descent and distribution.  However, it is the
          intent of the Plan that all other attributes of ownership in such
          Restricted Stock, including the right to dividends and to vote the
          Restricted Stock, shall be immediately vested in the participants
          under the Plan.

(b)       Duration of Restrictions.  All Stock granted to a Director
          under the Plan will be issued in his or her name and shall be
          subject to the restrictions described herein for a period of five
          years from the issuance of such Stock or until the recipient ceases
          to be a Director, whichever occurs first.  Unless otherwise provided
          by the Human Resources Committee of the Board, the Corporation shall
          hold the shares on behalf of the participants until all restrictions
          are removed.  In the event any certificates are distributed to
          participants under the Plan before all restrictions are removed, the
          Corporation shall place a legend on such certificates containing or
          referring to the restrictions.

VII.   Taxes

The Corporation shall pay to each participant at the time of issuance of
Stock under the Plan, or, at the election of the Human Resources
Committee, to the appropriate tax authorities on behalf of each
participant, an amount equal to the Federal tax liabilities, computed at
the maximum individual Federal rates then applicable (based on residence
and citizenship), including any tax surcharges, resulting from an award
of Stock and payment of taxes under this Plan.

VIII.  Regulatory Compliance and Listing

The issuance or delivery of any shares of Stock under this Plan may be
postponed by the Corporation for such period as may be required to
comply with any applicable requirements under the Federal Securities
Laws, any applicable listing requirements of any national securities
exchange, or any requirements under any other law or regulation
applicable to the issuance of such delivery of such shares.  The
Corporation shall not be obligated to issue or deliver any such shares
if the issuance or delivery thereof shall constitute a violation of any
provision of any law or of any regulation of any governmental authority
or any national securities exchange.

IX.    Change in Capitalization

In the event of a recapitalization, stock split, stock dividend or other
change in capitalization affecting the shares, an appropriate adjustment
shall be made by the administrator in the number of shares which may be

issued under the Plan.

X.     Administration

The Human Resources Committee of the Board shall administer the Plan.

This Plan and all actions taken under it shall be governed by the laws
of the State of Texas.

XI.    Amendment

The Board may from time to time amend this Plan or cancel future grants.

