


                    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 March 28, 1994, on our audit
of the combined financial statements and financial statement schedules
of Bay Area Cellular Telephone Company and Pittsburgh Cellular Telephone
Company as of, and for the year ended, December 31, 1993. We also consent 
to the reference to our firm under the caption "Experts." 

                                   /s/ COOPERS AND LYBRAND

San Francisco, California
July 29, 1994

