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                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
We consent to the inclusion in the Associated Communications Corporation Proxy
Statement which is made a part of the Registration Statement (Form S-4) dated
July 29, 1994 and Southwestern Bell Corporation Prospectus, of our report dated
February 15, 1994, with respect to the financial statements of Bay Area Cellular
Telephone Company; such financial statements are not included separately in this
Registration Statement. We also consent to the reference to our firm under 
the caption "Experts." 
 
                                          /s/ COOPERS & LYBRAND
 
San Francisco, California
July 29, 1994

