

                                                                
                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a Delaware
corporation, hereinafter referred to as the "Corporation," proposes to
file with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended, a Registration Statement on Form
S-4 with respect to the issuance of the Common Stock of the Corporation,
$1.00 par value, in an aggregate amount not to exceed Six Hundred Eighty
Million Dollars ($680,000,000); and

     WHEREAS, the undersigned is an officer or a director, or both, of
the Corporation, as set forth beneath his or her signature;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints
Robert G. Pope, James D. Ellis, William J. Free, Donald E. Kiernan,
Judith M. Sahm, or any one of them, his or her attorney, for him or her
and in his or her name, place and stead, and in his or her office
and capacity in the Corporation as an officer or a director, or, if he
or she holds both such offices, then as both an officer and as a
director, to execute and file such registration, and thereafter to
execute and file any amendment or amendments thereto, hereby giving and
granting to said attorneys full power and authority to do and perform
each and every act and thing whatsoever requisite or necessary to be
done in and concerning the premises, as fully to all intents and
purposes as he or she might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

     IN WITNESS WHEREOF, the undersigned executed this Power of Attorney
the 28th day of January, 1994.

/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Director and Chairman of the Board
and Chief Executive Officer

                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a Delaware
corporation, hereinafter referred to as the "Corporation,"
proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended,
a Registration Statement on Form S-4 with respect to the
issuance of the Common Stock of the Corporation, $1.00 par
value, in an aggregate amount not to exceed Six Hundred Eighty
Million Dollars ($680,000,000); and

     WHEREAS, the undersigned is an officer or a director, or
both, of the Corporation, as set forth beneath his or her
signature;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints
Edward E. Whitacre, Jr., Robert G. Pope, James D. Ellis, William J.
Free, Donald E. Kiernan, Judith M. Sahm, or any one of them, his or
her attorney, for him or her and in his or her name, place and
stead, and in his or her office and capacity in the Corporation
as an officer or a director, or, if he or she holds both such
offices, then as both an officer and as a director, to execute
and file such registration, and thereafter to execute and file
any amendment or amendments thereto, hereby giving and granting
to said attorneys full power and authority to do and perform
each and every act and thing whatsoever requisite or necessary
to be done in and concerning the premises, as fully to all
intents and purposes as he or she might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

     IN WITNESS WHEREOF, the undersigned executed this Power of
Attorney the 28th day of January, 1994.

/s/ Clarence C. Barksdale        /s/ James E. Barnes
Clarence C. Barksdale            James E. Barnes
Director                         Director

/s/ Jack S. Blanton              /s/ August A. Busch III
Jack S. Blanton                  August A. Busch III
Director                         Director
                                
/s/ Ruben R. Cardenas            /s/ Martin K. Eby, Jr.
Ruben R. Cardenas                Martin K. Eby, Jr.
Director                         Director

/s/ Tom C. Frost                 /s/ Jess Hay
Tom C. Frost                     Jess Hay
Director                         Director

/s/ B. R. Inman                  /s/ Charles F. Knight

B. R. Inman                      Charles F. Knight
Director                         Director

/s/ Sybil C. Mobley              /s/ Haskell M. Monroe, Jr.
Sybil C. Mobley                  Haskell M. Monroe, Jr.
Director                         Director

/s/ Carlos Slim Helu             /s/ Patricia P. Upton
Carlos Slim Helu                 Patricia P. Upton
Director                         Director

