

                    Consent of Independent Accountants

We hereby consent to the use in this Proxy Statement of Associated
Communications Corporation constituting part of this Registration
Statement on Form S-4 and Prospectus of Southwestern Bell Corporation
dated July 29, 1994 of our report dated March 24, 1993, relating to the
combined financial statements of Bay Area Cellular Telephone Company,
Buffalo Telephone Company and Pittsburgh Cellular Telephone Company for
the years ended December 31, 1992 and 1991 appearing on page F-45 of this
Proxy Statement. We also consent to the use of our report on the
Financial Statement Schedules, which appears on page F-58 of this Proxy
Statement.

/s/ Price Waterhouse
Price Waterhouse

San Francisco, California
July 26, 1994

