

                  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 financial statements of Bay Area Cellular Telephone Company,
appearing on page F-5 of this Proxy Statement. We also consent to the
reference to our firm under the heading "Experts" in the Proxy Statement
of Associated Communications Corporation constituting part of this
Registration Statement on Form S-4 of Southwestern Bell Corporation
dated July 29, 1994.


/s/ Price Waterhouse
Price Waterhouse
San Francisco, California
July 26, 1994

