

                  CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference of our report dated 
March 28, 1994, with respect to the combined financial statements and
financial statement schedules of Bay Area Cellular Telephone Company,
Pittsburgh Cellular Telephone Company, and Grupo Portatel, S.A. de C.V.
and Subsidiaries included as an exhibit to the Associated Communications
Corporation ("Associated") Annual Report on Form 10-K for the year 
ended December 31, 1993, 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. We also consent to the
reference to our firm under the caption "Experts."


                                   /s/ Coopers & Lybrand

San Francisco, California
July 29, 1994

