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                  CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference of our report dated
February 15, 1994, included in the Annual Report on Form 10-K of
Associated Communications Corporation ('Associated'), as amended on Form
10-K/A dated July 28, 1994, incorporated by reference in the Associated
Proxy Statement which is made a part of the Registration Statement (Form
S-4) dated July 29, 1994 and Southwestern Bell Corporation Prospectus,
on our audit of the financial statements of Bay Area Cellular Telephone
Company, as of, and for the year ended, December 31, 1993; such
financial statements are not included separately in the Form 10-K/A.
We also consent to the reference to our firm under the caption "Experts." 

                                          /s/ COOPERS & LYBRAND
 
San Francisco, California
July 29, 1994

