

<PAGE>

                    CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption 'Experts' and
to the use of our report dated February 25, 1994 with respect to the
consolidated financial statements and schedules of Associated
Communications Corporation for the years ended December 31, 1993, 1992,
and 1991 included in its Annual Report (Form 10-K), as amended on Form
10-K/A dated July 28, 1994, filed with the Securities and Exchange
Commission, incorporated by reference in the Proxy Statement of
Associated Communications Corporations which is made a part of the
Registration Statement (Form S-4) and Prospectus of Southwestern Bell
Corporation dated July 29, 1994. 

We also consent to the use of our report dated February 5, 1993 with
respect to the financial statements of Buffalo Telephone Company for the
years ended December 31, 1992 and 1991, and of our reports dated
February 25, 1994 with respect to the combined financial statements and
schedules of Associated Business to be Merged for the years ended
December 31, 1993, 1992, and 1991, and with respect to the combined
financial statements and schedules of Associated Communications of
Delaware, Inc. for the years ended December 31, 1993, 1992, and 1991,
included or incorporated by reference in the Proxy Statement of
Associated Communications Corporations which is made a part of the
Registration Statement (Form S-4) and Prospectus of Southwestern Bell
Corporation dated July 29, 1994. 


                                   /s/Ernst & Young 
                                   ERNST & YOUNG

July 29, 1994

