
<PAGE>
                                                           EXHIBIT 1.A

                                      Draft of December 1, 1994
                                     [Debt Securities]         





                 SOUTHWESTERN BELL CORPORATION

                        DEBT SECURITIES

                FORM OF UNDERWRITING AGREEMENT

                                             (date)

To the Representative(s)
  named in Schedule I
  hereto of the Underwriters
  named in Schedule II hereto

Dear Sirs:

     Southwestern Bell Corporation, a Delaware corporation
(the "Company"), may issue and sell from time to time series
of its debt securities registered under the registration
statement referred to in Paragraph 1(a) hereof ("Securities"
and individually "Security").  The Securities will be issued
under an Indenture, dated as of November 1, 1994 (the
"Indenture"), from the Company to The Bank of New York, as
Trustee, in one or more series, which series may vary as to
interest rates, maturities, redemption provisions and selling
prices, with all such terms for any particular series being
determined at the time of sale.  The Company proposes to sell
to the underwriters named in Schedule II hereto
("Underwriters") for whom you are acting as representative(s)
("Representative"), a series of Securities, of the
designation, with the terms and in the aggregate principal
amount specified in Schedule I hereto ("Underwritten
Securities" and, individually, "Underwritten Security").

     1.   The Company represents and warrants to, and agrees
with, the several Underwriters that:

          (a)  A registration statement on Form S-3 with
     respect to the Securities has been prepared by the
     Company in conformity with the requirements of the
     Securities Act of 1933, as amended ("Securities Act"),
     and the rules and regulations ("Rules and Regulations")
     of the Securities and Exchange Commission ("Commission")
     thereunder and has become effective.  As used in this
     Agreement, (i) "Registration Statement" means that
     registration statement, as amended or supplemented to the
     date hereof (including all documents incorporated therein
     by reference); (ii) "Preliminary Prospectus" means each
     prospectus (including all documents incorporated therein
     by reference) included in that Registration Statement, or
     amendments thereto or supplements thereof, before it
     became effective under the Securities Act, including 
     any prospectus filed with the Commission pursuant to 
     Rule 424(a) of the Rules and Regulations; (iii) "Basic 
     Prospectus" means the prospectus (including all documents 
     incorporated therein by reference) included in the 
     Registration Statement; and (iv) "Prospectus" means the 
     Basic Prospectus, together with any prospectus amendment 
     or supplement <PAGE>
<PAGE> 2


     (including in each case all documents incorporated therein 
     by reference) specifically relating to the Underwritten 
     Securities, as filed with, or mailed for filing to, the 
     Commission pursuant to paragraph (b) or (c) of Rule 424 of 
     the Rules and Regulations.  The Commission has not issued 
     any order preventing or suspending the use of the Prospectus.

          (b)  The Registration Statement and each Prospectus
     contain, and (in the case of any amendment or supplement
     to any such document, or any material incorporated by
     reference in any such document, filed with the Commission
     after the date as of which this representation is being
     made) will contain at all times during the period
     specified in Paragraph 8(c) hereof, all statements which
     are required by the Securities Act, the Securities
     Exchange Act of 1934, as amended ("Exchange Act"), the
     Trust Indenture Act of 1939, as amended ("Trust Indenture
     Act"), and the rules and regulations of the Commission
     under such Acts; the Indenture, including any amendments
     and supplements thereto, pursuant to which the
     Underwritten Securities will be issued will conform with
     the requirements of the Trust Indenture Act and the rules
     and regulations of the Commission thereunder, and the
     Registration Statement and the Prospectus do not, and (in
     the case of any amendment or supplement to any such docu-
     ment, or any material incorporated by reference in any
     such document, filed with the Commission after the date
     as of which this representation is being made) will not
     at any time during the period specified in Paragraph 8(c)
     hereof, contain any untrue statement of a material fact
     or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not
     misleading; provided that the Company makes no
     representation or warranty as to information contained in
     or omitted from the Registration Statement or the
     Prospectus in reliance upon and in conformity with
     information furnished in writing to the Company through
     the Representative by or on behalf of any Underwriter
     specifically for use therein, or as to any statements in
     or omissions from the Statement of Eligibility and
     Qualification of the Trustee under the Indenture.

          (c)  The Company is not in violation of its
     corporate charter or bylaws or in default under any
     agreement, indenture or instrument, the effect of which
     violation or default would be material to the Company; 
     the execution, delivery and performance of this Agreement 
     and any Delayed Delivery Contracts (as defined in Paragraph 3
     hereof) and compliance by the Company with the provisions
     of the Underwritten Securities and the Indenture will not
     conflict with, result in the creation or imposition of
     any lien, charge or encumbrance upon any of the assets of
     the Company or any of its material subsidiaries pursuant
     to the terms of, or constitute a default under, any
     agreement, indenture or instrument, or result in a
     violation of the corporate charter or bylaws of the
     Company or any order, rule or regulation of any court or
     governmental agency having jurisdiction over the Company;
     and except as required by the Securities Act, the Trust
     Indenture Act and applicable state securities laws, no
     consent, authorization or order of, or filing or
     registration with, any court or governmental agency is
     required for <PAGE>
<PAGE> 3


     the execution, delivery and performance of this Agreement, 
     the Delayed Delivery Contracts, if any, and the Indenture. 

          (d)  Except as described in or contemplated by the
     Registration Statement and the Prospectus, there shall
     have not occurred any changes or any development
     involving a prospective change, or affecting particularly
     the business or properties of the Company or its
     subsidiaries which materially impairs the investment
     quality of the Underwritten Securities since the dates as
     of which information is given in the Registration
     Statement and the Prospectus.

          (e)  On the Delivery Date (as defined in Paragraph 7
     hereof) (i) the Indenture will have been duly authorized,
     executed and delivered by the Company and will constitute
     the legally binding obligation of the Company,
     enforceable in accordance with its terms, (ii) the
     Underwritten Securities will have been duly authorized
     and, upon payment therefor as provided in this Agreement,
     will constitute legally binding obligations of the
     Company entitled to the benefits of the Indenture, and
     (iii) the Underwritten Securities and the Indenture will
     conform to the descriptions thereof contained in the
     Prospectus.

          (f)  Each of the Company and its subsidiaries has
     been duly incorporated, is validly existing as a
     corporation in good standing under the laws of its
     jurisdiction of incorporation, with full corporate power
     and authority to own its properties and conduct its
     business as described in the Prospectus, and is duly
     qualified to do business as a foreign corporation and is
     in good standing under the laws of each jurisdiction
     which requires such qualification wherein it owns or
     leases properties or conducts business, except where the 
     failure to so qualify would not have a material adverse 
     effect on the Company and its subsidiaries taken as a whole.

          (g)  Except as described in the Prospectus, there is
     no material litigation or governmental proceeding pending
     or, to the knowledge of the Company, threatened against
     the Company or any of its subsidiaries which is
     reasonably expected to result in any material adverse
     change in the financial condition, results of operations,
     business or prospects of the Company and its subsidiaries
     taken as a whole or which is required to be disclosed in
     the Registration Statement.

          (h)  The financial statements filed as part of the
     Registration Statement or included in any Preliminary
     Prospectus or the Prospectus present, or (in the case of
     any amendment or supplement to any such document, or any
     material incorporated by reference in any such document,
     filed with the Commission after the date as of which this
     representation is being made) will present at all times
     during the period specified in Paragraph 8(c) hereof,
     fairly, the consolidated financial condition and results
     of operations of the Company and its subsidiaries, at the
     dates and for the periods indicated, and have been, and
     (in the case of any amendment or supplement to any such
     document, or any material incorporated by reference in
     any such document, filed with <PAGE>
<PAGE> 4


     the Commission after the date as of which this 
     representation is being made) will be at all times during 
     the period specified in Paragraph 8(c) hereof, prepared 
     in conformity with generally accepted accounting principles 
     applied on a consistent basis throughout the periods 
     involved (except as described in the notes thereto).

          (i)  The documents incorporated by reference into
     any Preliminary Prospectus or the Prospectus have been,
     and (in the case of any amendment or supplement to any
     such document, or any material incorporated by reference
     in any such document, filed with the Commission after the
     date as of which this representation is being made) will
     be, at all times during the period specified in Paragraph
     8(c) hereof, prepared by the Company in conformity with
     the applicable requirements of the Securities Act and the
     Rules and Regulations and the Exchange Act and the rules
     and regulations of the Commission thereunder and such
     documents have been, or (in the case of any amendment or
     supplement to any such document, or any material
     incorporated by reference in any such document, filed
     with the Commission after the date as of which this
     representation is being made) will be at all times during
     the period specified in Paragraph 8(c) hereof, timely
     filed as required thereby.

          (j)  There are no contracts or other documents which
     are required to be filed as exhibits to the Registration
     Statement by the Securities Act or by the Rules and
     Regulations, or which were required to be filed as
     exhibits to any document incorporated by reference in the
     Prospectus by the Exchange Act or the rules and
     regulations of the Commission thereunder, which have not
     been filed as exhibits to the Registration Statement or
     to such document or incorporated therein by reference as
     permitted by the Rules and Regulations or the rules and
     regulations of the Commission under the Exchange Act as
     required.

     2.   Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price
and on the other terms set forth in Schedule I hereto, the
principal amount of the Underwritten Securities set forth
opposite its name in Schedule II hereto.

     3.   Any offer to purchase Underwritten Securities by
institutional investors solicited by the Underwriters for
delayed delivery shall be made pursuant to contracts
substantially in the form of Exhibit A attached hereto, with
such changes therein as the Company and the Representative may
approve ("Delayed Delivery Contracts").  The Company shall
have the right, in its sole discretion, to approve or
disapprove each such institutional investor.  Underwritten
Securities which are subject to Delayed Delivery Contracts are
herein sometimes called "Delayed Delivery Underwritten
Securities" and Underwritten Securities which are not subject
to Delayed Delivery Contracts are herein sometimes called
"Immediate Delivery Underwritten Securities".

     Contemporaneously with the purchase on the Delivery Date
by the Underwriters of the Immediate Delivery Underwritten
Securities pursuant to this<PAGE>
<PAGE> 5


Agreement, the Company will pay to the Representative, for the 
account of the Underwriters, the compensation specified in 
Schedule I hereto for arranging the sale of Delayed Delivery 
Underwritten Securities.  The Underwriters shall have no 
responsibility with respect to the validity or performance of 
any Delayed Delivery Contracts.

     For the purpose of determining the principal amount of
Immediate Delivery Underwritten Securities to be purchased by
each Underwriter, there shall be deducted from the principal
amount of Underwritten Securities to be purchased by such
Underwriter as set forth in Schedule II hereto that portion of
the aggregate principal amount of Delayed Delivery
Underwritten Securities that the principal amount of
Underwritten Securities to be purchased by such Underwriter as
set forth in Schedule II hereto bears to the aggregate principal 
amount of Underwritten Securities set forth therein to be purchased 
by all of the Underwriters (in each case as adjusted by the 
Representative to avoid fractions of the minimum principal amount 
in which the Underwritten Securities may be issued), except to the
extent that the Representative determines, in its discretion,
that such deduction shall be otherwise than in such proportion
and so advises the Company.

     4.   [Reserved]

     5.   The Company shall not be obligated to deliver any
Underwritten Securities except upon payment for all Immediate
Delivery Underwritten Securities to be purchased pursuant to
this Agreement as hereinafter provided.

     6.   If any Underwriter defaults in the performance of
its obligations under this Agreement, the remaining non-
defaulting Underwriters shall be obligated to purchase the
Immediate Delivery Underwritten Securities which the
defaulting Underwriter agreed but failed to purchase in the
respective proportions which the principal amount of
Underwritten Securities set forth in Schedule II hereto to be
purchased by each remaining non-defaulting Underwriter set
forth therein bears to the aggregate principal amount of
Underwritten Securities set forth therein to be purchased by
all the remaining non-defaulting Underwriters; provided that
the remaining non-defaulting Underwriters shall not be
obligated to purchase any Immediate Delivery Underwritten
Securities if the aggregate principal amount of Immediate
Delivery Underwritten Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase
exceeds 9.09% of the total principal amount of Underwritten
Securities, and any remaining non-defaulting Underwriter shall
not be obligated to purchase more than 110% of the principal
amount of Underwritten Securities set forth in Schedule II
hereto to be purchased by it.  If the foregoing maximums are
exceeded, the remaining non-defaulting Underwriters, or those
other underwriters satisfactory to the Representative who so
agree, shall have the right, but shall not be obligated, to
purchase, in such proportion as may be agreed upon among them,
all the Immediate Delivery Underwritten Securities.  If the
remaining Underwriters or other underwriters satisfactory to
the Representative do not elect to purchase the Immediate
Delivery Underwritten Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase,
this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter, or the Company, except that
the<PAGE>
<PAGE> 6


Company will continue to be liable for the payment of
expenses as set forth in Paragraph 8(h) hereof. 

     Nothing contained in this Paragraph 6 shall relieve a
defaulting Underwriter of any liability it may have to the 
Company for damages caused by its default.  If other
Underwriters are obligated or agree to purchase the Immediate
Delivery Underwritten Securities of a defaulting or
withdrawing Underwriter, either the Representative or the
Company may postpone the Delivery Date for up to seven full
business days in order to effect any changes that in the
opinion of the Company or the Representative may be necessary
in the Registration Statement, the Prospectus or in any other
document or arrangement.

     7.   Delivery of and payment for the Immediate Delivery
Underwritten Securities shall be made at such address, date
and time as may be specified in Schedule I hereto.  This date
and time are sometimes referred to as the "Delivery Date."  On
the Delivery Date, the Company shall deliver the Immediate
Delivery Underwritten Securities to the Representative for the
account of each Underwriter against payment to or upon the
order of the Company of the purchase price by certified or
official bank check or checks payable in next-day funds
settled through the New York Clearing House or such other
Clearing House as is named in Schedule I.  Time shall be of
the essence, and delivery at the time and place specified
pursuant to this Agreement is a further condition of the
obligation of each Underwriter hereunder.  Upon delivery, the
Immediate Delivery Underwritten Securities shall be in such
form or forms and in such denominations as may be set forth in
Schedule I.  Immediate Delivery Underwritten Securities in
registered form shall be in such authorized denominations and
registered in such names as the Representative shall request
in writing not less than two full business days prior to the
Delivery Date.  For the purpose of expediting the checking and
packaging of the Immediate Delivery Underwritten Securities,
the Company shall make the Immediate Delivery Underwritten
Securities available for inspection by the Representative in
New York, New York not later than 2:00 P.M., local time, on
the business day prior to the Delivery Date.

     8.   The Company agrees with the several Underwriters
that:

          (a)  The Company will furnish promptly to the
     Representative and to counsel for the Underwriters signed
     copies of the Registration Statement as originally filed
     and each amendment and supplement thereto filed prior to
     the date hereof and relating to or covering the
     Underwritten Securities, and a copy of the Prospectus
     filed with the Commission, including all documents
     incorporated therein by reference and all consents and
     exhibits filed therewith;

          (b)  The Company will deliver promptly to the
     Representative such reasonable number of the following
     documents as the Representative may request:  (i)
     conformed copies of the Registration Statement (excluding
     exhibits other than the computation of the ratio of earnings 
     to fixed charges, the Indenture and this Agreement), (ii)
     the Prospectus and (iii) any documents incorporated by
     reference in the Prospectus;
<PAGE>
<PAGE> 7


          (c)  During any period when a Prospectus relating to
     the Underwritten Securities is required by law to be
     delivered, the Company will not file any amendment of the
     Registration Statement nor will the Company file any
     amendment or supplement to the Prospectus (except for (i)
     an amendment or supplement consisting solely of the
     filing of a document under the Exchange Act or (ii) a
     supplement relating to an offering of securities other
     than the Underwritten Securities), unless the Company has
     furnished the Representative a copy of such proposed
     amendment or supplement for its review prior to filing
     and will not file any such proposed amendment or
     supplement to which the Representative reasonably
     objects.  Subject to the foregoing sentence, the Company
     will cause the Prospectus and any amendment or supplement
     thereto to be filed with the Commission as required
     pursuant to Rule 424 under the Securities Act.  The
     Company will promptly advise the Representative (i) when
     the Prospectus or any amendment or supplement thereto
     shall have been filed with the Commission pursuant to
     Rule 424 under the Securities Act, (ii) when any
     amendment of the Registration Statement shall have become
     effective, (iii) of any request by the Commission for any
     amendment of the Registration Statement or amendment of
     or supplement to the Prospectus or for any additional
     information, (iv) of the issuance by the Commission of
     any stop order suspending the effectiveness of the
     Registration Statement or the institution or threatening
     of any proceeding for that purpose and (v) of the receipt
     by the Company of any notification with respect to the
     suspension of the qualification of the Underwritten
     Securities for sale in any jurisdiction or the initiation
     or threatening of any proceeding for such purpose.  The
     Company will promptly (upon filing thereof) furnish the
     Representative a copy of any amendment or supplement to
     the Prospectus or Registration Statement not furnished to
     the Representative for prior review pursuant to
     exceptions (i) or (ii) of the first sentence of this
     subsection (a).  The Company will use its best efforts to
     prevent the issuance of any such stop order and, if
     issued, to obtain as soon as possible the withdrawal
     thereof.

          (d)  If, at any time when a prospectus relating to
     the Underwritten Securities is required to be delivered
     under the Securities Act, any event occurs as a result of
     which the Registration Statement, as then amended, or the
     Prospectus, as then supplemented, would include any
     untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein,
     in the light of the circumstances under which they were
     made, not misleading, or if it shall be necessary to
     amend the Registration Statement or to supplement the
     Prospectus to comply with the Securities Act or the
     Exchange Act or the respective rules thereunder, the
     Company promptly will (i) notify the Representative of
     the happening of such event, (ii) prepare and file with
     the Commission, subject to the first sentence of
     paragraph (c) of this Section 8, an amendment or
     supplement which will correct such statement or omission
     or an amendment or supplement which will effect such
     compliance and (iii) will supply any such amended or
     supplemented Prospectus to the Representative in such
     quantities as the Representative may reasonably request. 
<PAGE>
<PAGE> 8


          (e)  As soon as practicable, the Company will make
     generally available to its security holders and to the
     Representative an earnings statement or statements of the
     Company which will satisfy the provisions of Section
     11(a) of the Securities Act and Rule 158 under the
     Securities Act.

          (f)  During a period of five years after the date
     hereof, the Company will furnish to the Representative
     copies of all reports and financial statements furnished
     by the Company to each securities exchange on which
     securities issued by the Company may be listed pursuant
     to requirements of or agreements with such exchange or to
     the Commission pursuant to the Exchange Act or any rule
     or regulation of the Commission thereunder.

          (g)  The Company will endeavor to qualify the
     Underwritten Securities for sale under the laws of such
     jurisdictions as the Representative may designate and
     will maintain such qualifications in effect so long as
     required for the distribution of the Underwritten
     Securities, provided that in connection therewith the
     Company shall not be required to qualify as a foreign
     corporation or take any action which would subject it to
     general or unlimited service of process in any
     jurisdiction where it is not now so subject.

          (h)  The Company will pay the costs incident to the
     authorization, issuance and delivery of the Underwritten
     Securities and any taxes payable in that connection; the
     costs incident to the preparation, printing and filing
     under the Securities Act of the Registration Statement
     and any amendments, supplements and exhibits thereto; the
     costs of distributing the Registration Statement as
     originally filed and each amendment and post-effective
     amendment thereof (including exhibits), any Preliminary
     Prospectus, the Prospectus and any documents incorporated 
     by reference in any of the foregoing documents; the costs of 
     producing this Agreement, the Delayed Delivery Contracts, if 
     any, and the Indenture; fees paid to rating agencies in
     connection with the rating of the Securities, including
     the Underwritten Securities; the fees and expenses of
     qualifying the Underwritten Securities under the
     securities laws of the several jurisdictions as provided
     in this Paragraph and of preparing and printing a Blue
     Sky Memorandum and a memorandum concerning the legality
     of the Securities, including the Underwritten Securities,
     as an investment (including fees of counsel to the
     Underwriters); and all other costs and expenses incident
     to the performance of the Company's obligations under
     this Agreement; provided that, except as provided in this
     Paragraph and in Paragraph 12 hereof, the Underwriters
     shall pay their own costs and expenses, including the
     fees and expenses of their counsel, any transfer taxes on
     the Underwritten Securities which they may sell and the
     expenses of advertising any offering of the Underwritten
     Securities made by the Underwriters; 

          (i)  Until the termination of the offering of the
     Underwritten Securities, the Company will timely file all
     documents, and any amendments to previously filed
     documents, required to be filed by the <PAGE>
<PAGE> 9


     Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 
     the Exchange Act; and

          (j)  During the period beginning on the date hereof
     and continuing to the Delivery Date, the Company will not
     offer, sell, contract to sell or otherwise dispose of any
     debt securities of the Company or any guarantees or
     support obligations of debt securities of others, in any
     case with maturities longer than one year, other than
     Underwritten Securities to the Underwriters.

     9.   (a)  The Company shall indemnify and hold harmless
     each Underwriter and each person, if any, who controls
     any Underwriter within the meaning of the Securities Act
     from and against any loss, claim, damage or liability,
     joint or several, and any action in respect thereof, to
     which that Underwriter or controlling person may become
     subject, under the Securities Act or otherwise, insofar
     as such loss, claim, damage, liability or action arises
     out of, or is based upon, any untrue statement or alleged
     untrue statement of a material fact contained in any
     Preliminary Prospectus, the Registration Statement or the
     Prospectus, or arises out of, or is based upon, the
     omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make
     the statements therein not misleading, and shall
     reimburse each Underwriter and such controlling person
     for any legal and other expenses reasonably incurred 
     by that Underwriter or controlling person in
     investigating or defending or preparing to defend against
     any such loss, claim, damage, liability or action as such
     expenses are incurred (but no more frequently than
     annually); provided, however, that the Company shall not
     be liable in any such case to the extent that any such
     loss, claim, damage, liability or action arises out of,
     or is based upon, any untrue statement or alleged untrue
     statement or omission or alleged omission made in any
     Preliminary Prospectus, the Registration Statement or the
     Prospectus in reliance upon and in conformity with
     written information furnished to the Company through the
     Representative by or on behalf of any Underwriter
     specifically for use therein.  The foregoing indemnity
     agreement is in addition to any liability which the
     Company may otherwise have to any Underwriter or
     controlling person.

          (b)  Each Underwriter shall indemnify and hold
     harmless the Company, each of their directors, each of
     their officers who signed the Registration Statement and
     any person who controls the Company within the meaning of
     the Securities Act from and against any loss, claim,
     damage or liability, joint or several, and any action in
     respect thereof, to which the Company, or any such
     director, officer or controlling person may become
     subject, under the Securities Act or otherwise, insofar
     as such loss, claim, damage, liability or action arises
     out of, or is based upon, any untrue statement or alleged
     untrue statement of a material fact contained in any
     Preliminary Prospectus, the Registration Statement or the
     Prospectus, or arises out of, or is based upon, the
     omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make
     the statements therein not misleading, but in each case
     only to the extent that the untrue <PAGE>
<PAGE> 10


     statement or alleged untrue statement or omission or alleged 
     omission was made in reliance upon and in conformity with 
     information furnished in writing to the Company through the
     Representative by or on behalf of that Underwriter
     specifically for use therein, and shall reimburse the
     Company for any legal and other expenses reasonably
     incurred by the Company or any such director, officer or
     controlling person in investigating or defending or
     preparing to defend against any such loss, claim, damage,
     liability or action as such expenses are incurred (but no
     more frequently than annually).  The foregoing indemnity
     agreement is in addition to any liability which any
     Underwriter may otherwise have to the Company or any of
     its directors, officers or controlling persons. 

          (c)  Promptly after receipt by an indemnified party
     under this Paragraph 9 of notice of any claim or the 
     commencement of any action, the indemnified party shall,
     if a claim in respect thereof is to be made against the
     indemnifying party under this Paragraph 9, notify the
     indemnifying party in writing of the claim or the
     commencement of that action, provided that the failure to
     notify the indemnifying party shall not relieve it from
     any liability which it may have to an indemnified party
     otherwise than under Paragraph 9(a) or 9(b).  If any such
     claim or action shall be brought against an indemnified
     party, and it shall notify the indemnifying party
     thereof, the indemnifying party shall be entitled to
     participate therein, and, to the extent that it wishes,
     jointly with any other similarly notified indemnifying
     party, to assume the defense thereof with counsel
     satisfactory to the indemnified party.  After notice from
     the indemnifying party to the indemnified party of its
     election to assume the defense of such claim or action,
     the indemnifying party shall not be liable to the
     indemnified party under this Paragraph 9 for any legal or
     other expenses subsequently incurred by the indemnified
     party in connection with the defense thereof other than
     reasonable costs of investigation.  If the indemnifying
     party shall not elect to assume the defense of such
     action, such indemnifying party will reimburse such
     indemnified party for the reasonable fees and expenses of
     any counsel retained by them.  In the event that the
     parties to any such action (including impleaded parties)
     include both the Company and one or more Underwriters and
     either (i) the indemnifying party or parties and
     indemnified party or parties mutually agree or (ii)
     representation of both the indemnifying party or parties
     and the indemnified party or parties by the same counsel
     is inappropriate under applicable standards of
     professional conduct or in the opinion of such counsel
     due to actual or potential differing interests between
     them, then the indemnifying party shall not have the
     right to assume the defense of such action on behalf of
     such indemnified party and will reimburse such
     indemnified party for the reasonable fees and expenses of
     any counsel retained by them and satisfactory to the
     indemnifying party, it being understood that the
     indemnifying party shall not, in connection with any one
     action or separate but similar or related actions in the
     same jurisdiction arising out of the same general
     allegations or circumstances, be liable for the
     reasonable fees and expenses of more than one separate
     firm of attorneys for all such indemnified parties, which
     firm shall be designated in writing by the Representative
     in the case of an action in<PAGE>
<PAGE> 11


     which one or more Underwriters or controlling persons are 
     indemnified parties and by the Company in the case of an 
     action in which the Company or any of its directors, officers 
     or controlling persons are indemnified parties.  The
     indemnifying party or parties shall not be liable under this 
     Agreement with respect to any settlement made by any indemnified 
     party or parties without prior written consent by the indemnifying
     party or parties to such settlement.

          (d)  If the indemnification provided for in this
     Paragraph 9 shall for any reason be unavailable to an
     indemnified party under Paragraph 9(a) or 9(b) hereof in
     respect of any loss, claim, damage or liability, or any
     action in respect thereof, referred to therein, then each
     indemnifying party shall, in lieu of indemnifying such
     indemnified party, contribute to the amount paid or
     payable by such indemnified party as a result of such
     loss, claim, damage or liability, or action in respect
     thereof, in such proportion as is appropriate to reflect
     the relative benefits received by the Company, on the one
     hand, and the Underwriters, on the other hand, from the
     offering of the Underwritten Securities.  If, however,
     this allocation is not permitted by applicable law, then
     each indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a result of
     such loss, claim, damage or liability, or action in
     respect thereof, in such proportion as shall be
     appropriate to reflect the relative benefits received by
     the Company, on the one hand, and the Underwriters, on
     the other hand, from the offering of the Underwritten
     Securities and the relative fault of the Company, on the
     one hand, and the Underwriters, on the other hand, with
     respect to the statements or omissions which resulted in
     such loss, claim, damage or liability, or action in
     respect thereof, as well as any other relevant equitable
     considerations.  The relative benefits received by the
     Company, on the one hand, and the Underwriters, on the
     other hand, with respect to such offering shall be deemed
     to be in the same proportion as the total net proceeds
     from the offering of the Underwritten Securities (before
     deducting expenses) received by the Company bear to the
     total underwriting discounts and commissions received by
     the Underwriters with respect to such offering.  The
     relative fault shall be determined by reference to
     whether the untrue or alleged untrue statement of a
     material fact or omission or alleged omission to state a
     material fact relates to information supplied by the
     Company or the Underwriters, the intent of the parties
     and their relative knowledge, access to information and
     opportunity to correct or prevent such statement or
     omission.  The amount paid or payable by an indemnified
     party as a result of the loss, claim, damage or
     liability, or action in respect thereof, referred to
     above in this Paragraph 9(d) shall be deemed to include,
     for purposes of this Paragraph 9(d), any legal or other
     expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any such
     action or claim.  Notwithstanding the provisions of this 
     Paragraph 9(d), no Underwriter shall be required to 
     contribute any amount in excess of the amount by which 
     the total price at which the Underwritten Securities 
     underwritten by it and distributed to the public were 
     offered to the public exceeds the amount of any damages 
     which such Underwriter has otherwise paid or <PAGE>
<PAGE> 12

     become liable to pay by reason of any untrue or alleged untrue
     statement or omission or alleged omission.  No person 
     guilty of fraudulent misrepresentation (within the 
     meaning of Section 11(f) of the Act) shall be entitled 
     to contribution from any person who was not guilty of 
     such fraudulent misrepresentation.  The Underwriters' 
     obligations to contribute as provided in this Paragraph 9(d)
     are several in proportion to their respective underwriting
     obligations and not joint.

          (e)  The agreements contained in this Paragraph 9
     and the representations, warranties and agreements of the
     Company in Paragraph 1 and Paragraph 8 hereof shall
     survive the delivery of the Underwritten Securities and
     shall remain in full force and effect, regardless of any
     termination or cancellation of this Agreement or any
     investigation made by or on behalf of any indemnified
     party.

     10.  The obligations of the Underwriters under this
Agreement may be terminated by the Representative, in its
absolute discretion, by notice given to and received by the
Company prior to the delivery of and payment for the Immediate
Delivery Underwritten Securities, if, during the period
beginning on the date hereof to and including the Delivery
Date, (a) trading in securities generally on the New York
Stock Exchange, Inc. is suspended or materially limited, or
(b) a banking moratorium is declared by either Federal or New
York State authorities, or (c) there shall have occurred any
outbreak or material escalation of hostilities or other
calamity or crisis or the declaration by the United States of
war or a national emergency the effect of which on the
financial markets of the United States is material and adverse
and is such as to make it, in the reasonable judgment of the
Representative, impracticable or inadvisable to market such
Underwritten Securities on the terms and in the manner
contemplated by the Prospectus, or (d) the Company shall have
received notice that any rating of any of the Company's
unsecured senior debt securities, guarantees or support
obligations shall have been lowered by any nationally
recognized statistical rating organization (as defined in Rule
15c3-1 under the Exchange Act) or any such organization has
publicly announced that it has under surveillance or review,
with possible negative implications, the ratings of any of the
Company's unsecured senior debt securities, guarantees or
support obligations or (e) there shall have occurred any
change, or any development involving a prospective change, in
or affecting particularly the business or properties of the 
Company or its subsidiaries which, in the Representative's reasonable
judgment, materially impairs the investment quality of the
Underwritten Securities.

     11.  The respective obligations of the Underwriters under
this Agreement with respect to the Underwritten Securities are
subject to the accuracy, on the date hereof and on the
Delivery Date, of the representations and warranties of the
Company contained herein, to performance by the Company of its
obligations hereunder, and to each of the following additional
terms and conditions applicable to the Underwritten
Securities: 

          (a)  At or before the Delivery Date, no stop order
     suspending the effectiveness of the Registration
     Statement nor any order directed to any document
     incorporated by reference in the Prospectus shall have
     been<PAGE>
<PAGE> 13


     issued and prior to that time no stop order proceeding shall 
     have been initiated or threatened by the Commission and no 
     challenge shall have been made by the Commission or its staff 
     as to the accuracy or adequacy of any document incorporated 
     by reference in the Prospectus; any request of the Commission 
     for inclusion of additional information in the Registration 
     Statement or the Prospectus or otherwise shall have been 
     complied with; and after the date hereof the Company shall not 
     have filed with the Commission any amendment or supplement to
     the Registration Statement or the Prospectus (or any
     document incorporated by reference therein) that shall
     have been disapproved by the Representative.

          (b)  No Underwriter shall have discovered and
     disclosed to the Company on or prior to the Delivery Date
     that the Registration Statement or the Prospectus
     contains an untrue statement of a fact which is material
     or omits to state a fact which is material and is
     required to be stated therein or is necessary to make the
     statements therein not misleading. 

          (c)  All corporate proceedings and other legal
     matters incident to the authorization, form and validity
     of this Agreement, the Underwritten Securities and the
     Indenture and the form of the Registration Statement, the
     Prospectus (other than financial statements and other
     financial data) and all other legal matters relating to
     this Agreement and the transactions contemplated hereby
     shall be satisfactory in all respects to Sullivan &
     Cromwell, counsel for the Underwriters, and the Company
     shall have furnished to such counsel all documents and
     information that they may reasonably request to enable
     them to pass upon such matters.

          (d)  The Senior Executive Vice President and General 
     Counsel to the Company shall have furnished to the 
     Representative his opinion addressed to the Underwriters 
     and dated the Delivery Date, as counsel, to the effect that:

                  (i)  the Company has been duly incorporated
          and is validly existing as a corporation in good
          standing under the laws of the State of Delaware;
          each material subsidiary of the Company has been
          duly incorporated and is validly existing as a
          corporation in good standing under the laws of the
          jurisdiction of its incorporation; and each of the
          Company and its material subsidiaries has full
          corporate power and authority to own its properties
          and conduct its business as described in the
          Prospectus, and is duly qualified to do business as
          a foreign corporation and is in good standing under
          the laws of each jurisdiction which requires such
          qualification wherein it owns or leases properties
          or conducts business, except where the failure to so
          qualify would not have a material adverse effect on
          the Company and its subsidiaries taken as a whole;

                 (ii)  the Indenture has been duly authorized,
          executed and delivered, has been duly qualified
          under the Trust Indenture <PAGE>
<PAGE> 14


          Act, and constitutes a legal, valid and binding 
          instrument enforceable against the Company in accordance 
          with its terms (subject, as to enforcement of remedies, 
          to applicable bankruptcy, insolvency, fraudulent
          transfer, reorganization, moratorium or other
          similar laws of general applicability relating to or
          affecting creditors' rights generally from time to
          time in effect and to general principles of equity);

                (iii)  to the best knowledge of such counsel,
          there is no pending or threatened action, suit or
          proceeding before any court or governmental agency,
          authority, body or any arbitrator involving the
          Company or any of its subsidiaries of a character
          required to be disclosed in the Registration
          Statement which is not adequately disclosed in the
          Prospectus, and there is no franchise, contract or
          other document of a character required to be
          described in the Registration Statement or
          Prospectus, or to be filed as an exhibit, which is
          not described or filed as required; and the
          statements included or incorporated by reference in
          the Prospectus describing any legal proceedings or
          material contracts or agreements relating to the
          Company or any of its subsidiaries fairly summarize
          such matters; the Underwritten Securities, the
          Indenture and any Delayed Delivery Contracts conform 
          to the descriptions thereof contained under the 
          following (or comparable) captions of the Prospectus: 
          "Description of Debt Securities" and "Plan of
          Distribution";

                 (iv)  the Immediate Delivery Underwritten
          Securities have been duly authorized, executed,
          authenticated, issued and delivered and are valid
          and legally binding obligations of the Company
          entitled to the benefits of the Indenture; 

                  (v)  the Delayed Delivery Underwritten
          Securities, if any, have been duly authorized and,
          when executed, authenticated, issued and delivered
          to, and paid for by, the respective purchasers
          thereof in accordance with the Indenture and the
          related Delayed Delivery Contracts, will be valid
          and legally binding obligations of the Company
          entitled to the benefits of the Indenture; 

                 (vi)  the Registration Statement and any
          amendments thereto have become effective under the
          Securities Act; to the best knowledge of such
          counsel, no stop order suspending the effectiveness
          of the Registration Statement has been issued, no
          proceedings for that purpose have been instituted or
          threatened, and the Registration Statement, the
          Prospectus and each amendment thereof or supplement
          thereto as of their respective effective or issue
          dates (other than the financial statements and other
          financial and statistical information contained
          therein as to which such counsel need express no
          opinion) complied as to form in all material
          respects with the applicable requirements of the
          Securities Act, the Exchange Act and the Trust
          Indenture Act and <PAGE>
<PAGE> 15

          the respective rules and regulations thereunder; and 
          such counsel has no reason to believe that the 
          Registration Statement, or any amendment thereof, at 
          the time it became effective or at the date of this 
          Agreement or at the Delivery Date, contained any untrue 
          statement of a material fact or omitted to state any 
          material fact required to be stated therein or necessary 
          to make the statements therein not misleading or that the
          Prospectus, at the date of this Agreement or at the
          Delivery Date, included any untrue statement of a
          material fact or omitted to state a material fact
          necessary to make the statements therein, in the
          light of the circumstances under which they were
          made, not misleading;

                (vii)  this Agreement and the Delayed Delivery
          Contracts, if any, have been duly authorized,
          executed and delivered by the Company;

               (viii)  no order, consent, approval,
          authorization, registration or qualification of or
          with any governmental agency or body having
          jurisdiction over the Company or any of its
          properties is required for the issue and sale of the
          Underwritten Securities or the consummation by the
          Company of the transactions contemplated by this
          Agreement or the Indenture, except such as have been
          obtained under the Securities Act and the Trust
          Indenture Act and such consents, approvals,
          authorizations, registrations or qualifications as
          may be required under state securities or Blue Sky
          laws in connection with the sale and distribution of
          the Underwritten Securities; and

                 (ix)  neither the execution and delivery of
          the Indenture, this Agreement or any Delayed
          Delivery Contracts, the issue and sale of the
          Underwritten Securities, nor the consummation of any
          other of the transactions herein or therein
          contemplated nor the fulfillment of the terms hereof
          or thereof will conflict with, result in a breach
          of, or constitute a default under, the charter or
          by-laws of the Company or the terms of any indenture
          or other agreement or instrument known to such
          counsel and to which the Company or any of its
          material subsidiaries is a party or by which the
          Company, any such subsidiary or any of their assets
          is bound, or any order or regulation known to such
          counsel to be applicable to the Company or any such
          subsidiary of any court, regulatory body,
          administrative agency, governmental body or
          arbitrator having jurisdiction over the Company or
          any such subsidiary.

     In rendering such opinion, such counsel may rely, as to
     the execution of the Indenture by the Trustee, upon a
     certificate of the Trustee setting forth the facts as to
     such execution.

     In rendering such opinion, such counsel may also rely (A)
     as to matters involving the application of laws of any
     jurisdiction other than the State of Delaware, upon the
     opinion of other counsel of good standing believed to be
     reliable, provided that such counsel states in such
<PAGE>
<PAGE> 16


     opinion that such counsel and the Representative are
     justified in relying upon the opinion of such other
     counsel, and (B) as to matters or fact, to the extent
     deemed proper, on certificates of responsible officers 
     of the Company and public officials.

     In rendering such opinion with respect to clause (viii)
     above, insofar as it relates to regulatory authorities in
     the states in which the Company or any material
     subsidiary operates, such counsel may rely on the
     opinions of local counsel satisfactory to such counsel.

          (e)  The Representative shall have received from
     Sullivan & Cromwell, counsel for the Underwriters, such
     opinion or opinions, dated the date hereof, with respect
     to the issuance and sale of the Underwritten Securities,
     the Indenture, the Registration Statement, the Prospectus
     and other related matters as the Representative may
     reasonably require, and the Company shall have furnished
     to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters.

          (f)  The Company shall have furnished to the
     Representative a certificate signed by its Chairman of
     the Board or its President or a Senior Vice President 
     and its Treasurer or an Assistant Treasurer stating that 
     after reasonable investigation and to the best of their
     knowledge:

                  (i)  the representations and warranties of
          the Company in this Agreement are true and correct
          in all material respects on and as of the Delivery
          Date with the same effect as if made on the Delivery
          Date; the Company has complied with all the
          agreements and satisfied all the conditions on its
          part to be performed or satisfied as a condition to
          the obligation of the Underwriters to purchase the
          Underwritten Securities hereunder; and the
          conditions set forth in Paragraphs 11(a) and 11(h)
          have been fulfilled;

                 (ii)  as of the date of the Prospectus, the
          Registration Statement and the Prospectus did not
          include any untrue statement of a material fact and
          did not omit to state a material fact required to be
          stated therein or necessary to make the statements
          therein not misleading; and

                (iii)  since the date of the most recent
          financial statements included or incorporated by
          reference in the Prospectus, there has been no
          material adverse change in the condition (financial
          or other), earnings, business or properties of the
          Company or its subsidiaries, whether or not arising
          from transactions in the ordinary course of
          business, except as set forth in or contemplated in
          the Prospectus.

          (g)  The Company shall have furnished to the
     Representative (i) a letter of Ernst & Young, addressed
     to the Board of Directors of the 
<PAGE>
<PAGE> 17

     Company and the Underwriters and dated the later of the 
     effective date of the Registration Statement or the date 
     of the filing of the Company's latest Annual Report on 
     Form 10-K, of the type described in the American Institute of 
     Certified Public Accountants' Statement on Auditing Standards 
     No. 49 and covering such financial statement items as counsel
     for the Underwriters may reasonably have requested and
     (ii) a letter of Ernst & Young, addressed to the
     Underwriters and dated the Delivery Date, stating, as of
     the date of such letter (or, with respect to matters
     involving changes or developments since the respective
     dates as of which specified financial information is
     given in the Prospectus, as of a date not more than five
     days prior to the date of such letter), the conclusions
     and findings of such firm with respect to the financial
     information and other matters covered by its letter
     referred to in subclause (i) above and confirming in all
     material respects the conclusions and findings set forth
     in such prior letter. 

          (h)  No order, consent, approval, authorization,
     registration or qualification of or with any governmental
     agency or body having jurisdiction over the Company or
     any of its properties is required for the issue and sale
     of the Underwritten Securities or the consummation by the
     Company of the transactions contemplated by this
     Agreement or the Indenture, except such as have been, or
     will have been prior to the Delivery Date, obtained under
     the Securities Act and the Trust Indenture Act and such
     consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities
     or Blue Sky laws in connection with the purchase and
     distribution of the Underwritten Securities by the
     Underwriters.

     All opinions, letters, evidence and certificates
mentioned above or elsewhere in this Agreement shall be deemed
to be in compliance with the provisions hereof only if they
are in form and substance satisfactory to the Representative.

     12.  If the Company shall fail to tender the Immediate
Delivery Underwritten Securities for delivery to the
Underwriters for any reason permitted under this Agreement, or
if the Underwriters shall decline to purchase the Immediate
Delivery Underwritten Securities for any reason permitted
under this Agreement (other than pursuant to Paragraph 6 or
Paragraphs 10(a)-(d) hereof), the Company shall reimburse the
Underwriters for the reasonable fees and expenses of their
counsel and for such other out-of-pocket expenses as shall
have been incurred by them in connection with this Agreement 
and the proposed purchase of Immediate Delivery Underwritten 
Securities and the solicitation of any purchases of the Delayed 
Delivery Underwritten Securities, and upon demand the Company shall 
pay the full amount thereof to the Representative.  If this
Agreement is terminated pursuant to Paragraph 6 hereof by
reason of the default of one or more Underwriters or pursuant
to Paragraphs 10(a)-(d) hereof, the Company shall not be
obligated to reimburse any Underwriter on account of those
expenses.

     13.  The Company shall be entitled to act and rely upon
any request, consent, notice or agreement by, or on behalf of,
the Representative.  Any <PAGE>
<PAGE> 18

notice by the Company to the Underwriters shall be sufficient if 
given in writing or by facsimile transmission confirmed promptly 
in writing addressed to the Representative at its address set forth 
in Schedule I hereto, and any notice by the Underwriters to the 
Company shall be sufficient if given in writing or by facsimile
transmission confirmed promptly in writing addressed to the
Company at Southwestern Bell Corporation, 175 E. Houston Street,
7th Floor, San Antonio, Texas 78205-2233, Telecopy Number: (210)
351-3849, Attention of the Senior Vice President, Treasurer, and 
Chief Financial Officer with a copy to the Senior Executive Vice 
President and General Counsel, Southwestern Bell Corporation, 
175 E. Houston Street, 13th Floor, San Antonio, Texas 78205-2233, 
Telecopy Number: (210) 351-2298.

     14.  This Agreement shall be binding upon the
Underwriters, the Company and their respective successors. 
This Agreement and the terms and provisions hereof are for the
sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the
Company contained in this Agreement shall also be deemed to be
for the benefit of the person or persons, if any, who control
any Underwriter within the meaning of Section 15 of the
Securities Act, and (b) the indemnity agreement of the
Underwriters contained in Paragraph 9 hereof shall be deemed
to be for the benefit of directors of the Company, officers of
the Company who have signed the Registration Statement and any
person controlling the Company.  Nothing in this Agreement is
intended or shall be construed to give any person, other than
the persons referred to in this Paragraph 14, any legal or
equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein.

     15.  For purposes of this Agreement, "business day" means
any day on which the New York Stock Exchange, Inc. is open for
trading.

     16.  This Agreement may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together
constitute one and the same instrument.

     17.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF NEW YORK.
<PAGE>
<PAGE> 19


     If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this Agreement shall represent a
binding agreement between the Company and the several
Underwriters.

                    Very truly yours,


                    SOUTHWESTERN BELL CORPORATION  
                                     
                    By: __________________________________
                        Title: 



The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.


[NAME OF REPRESENTATIVE]


By: __________________________________
    Title: 




For itself and as Representative of the
several Underwriters named in Schedule II
to the foregoing Agreement.

<PAGE>
<PAGE> 20

                          SCHEDULE I


Underwriting Agreement dated ____________, 199_.

Registration Statement No. 33-_____

Representative(s) and Address(es):



Underwritten Securities:


    Designation:


    Principal Amount:    $___,000,000


    Date of Maturity:


    Interest Rate:       ____% per annum, payable semi-
                         annually on each _________ and
                         _________, commencing _________,
                         199_, to holders of record at the
                         close of business on the preceding
                         _________ or _________.

    Purchase Price:      ____% of the principal amount
                         thereof, plus accrued interest from
                         _________, 199_ to the date of
                         delivery. 


    Redemption Provisions:


    Form and Authorized  [The Securities will be issued only
    Denominations:       in registered, book-entry form in
                         denominations of $1,000 and integral
                         multiples thereof.  The Securities
                         will be represented by a global
                         security or securities deposited
                         with, or on behalf of, The Depository
                         Trust Company, and registered in the
                         name of Cede & Co., as nominee for
                         The Depository Trust Company.]

    Delivery Date, Time  ______ a.m. (New York time),
    and Location:        _________, 199_, at the offices of
                         __________.

<PAGE>
<PAGE> 21




    The Delayed Delivery   [There are no Delayed Delivery
    Contracts shall have   Contracts.]
    the following terms: 

         [Delivery Date:

         Expiration Date:

         Compensation to 
         Underwriters:

         Minimum principal 
         amount of Underwritten 
         Securities to be sold 
         pursuant to any Delayed 
         Delivery Contract:

         Maximum aggregate 
         principal amount of 
         Underwritten Securities 
         to be sold pursuant
         to all delayed Delivery 
         Contracts:]

<PAGE>
<PAGE> 22

                          SCHEDULE II


                                                         
                                              Principal
                                              Amount of
                                            Underwritten
 Name of Underwriter                         Securities

                                          $           




         Total . . . . . . .              $___________           

<PAGE>
<PAGE> 23

                           EXHIBIT A


                 SOUTHWESTERN BELL CORPORATION

                   DELAYED DELIVERY CONTRACT


                                   ,199


Southwestern Bell Corporation
175 E. Houston Street
San Antonio, Texas 78502-2233

Dear Sirs:

     The undersigned hereby agrees to purchase from
Southwestern Bell Corporation, a Delaware corporation (the
"Company"), and the Company hereby agrees to sell to the
undersigned, $        principal amount of the Company's above-
captioned securities ("Securities"), offered by the Company's
prospectus dated       , 199 , as supplemented by the
prospectus supplement dated           , 199   (collectively,
the "Prospectus"), receipt of a copy of which is hereby
acknowledged, at a purchase price of       % of the principal
amount thereof plus accrued interest from              , 199 
to the Delivery Date (as defined in the next paragraph) and on
the further terms and conditions set forth in this Contract.

     Payment for and delivery of the Securities to be
purchased by the undersigned shall be made on                 
, 199  , herein called the "Delivery Date".

     At 10:00 A.M., New York time, on the Delivery Date, the
Securities to be purchased by the undersigned hereunder will
be delivered by the Company to the undersigned, and the
undersigned will accept delivery of such Securities and will
make payment to the Company of the purchase price therefore at
the office of The Bank of New York.  Payment will be by
certified or official bank check payable in next-day funds
settled through the New York Clearing House, or such other
Clearing House as the Company may designate, to or upon the
order of the Company.  The Securities will be delivered in
such authorized forms and denominations and registered in such
names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less
than two full business days prior to the Delivery Date or, if
the undersigned fails to make a timely designation in the
foregoing manner, in the form of one definitive fully
registered certificate representing the Securities in the
above principal amount, registered in the name of the
undersigned.

     This Contract will terminate and be of no further force
and effect after                     , 199_, unless (i) on or
before such date it shall have been executed and delivered by
both parties hereto and (ii) the Company shall have sold to
the Underwriters named in the Prospectus the Immediate
Delivery <PAGE>
<PAGE 24>

Underwritten Securities (as defined in the Underwriting Agreement
referred to in the Prospectus).  The Company will mail or deliver 
to the undersigned at its address set forth below a notice to that 
effect, stating the date of the occurrence thereof, accompanied by 
copies of the opinion of counsel for the Company delivered to such 
Underwriters pursuant to Paragraph 11(d) of the Underwriting 
Agreement.

     The obligation of the undersigned to accept delivery of
and make payment for the Securities on the Delivery Date will
be subject to the condition that the Securities shall not, on
the Delivery Date, be an investment prohibited by the laws of
the jurisdiction to which the undersigned is subject, the
undersigned hereby representing that such an investment is not
so prohibited on the date hereof.

     This Contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors but
will not be assignable by either party hereto without the
written consent of the other.

     This Contract may be executed by any of the parties
hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.

     It is understood that acceptance of any Delayed Delivery
Contract (as defined in said Underwriting Agreement) is in the
Company's sole discretion and, without limiting the foregoing,
need not be on a first-come, first-served basis.  If this
Contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or
deliver one of the <PAGE>
<PAGE> 25


counterparts hereof to the undersigned at its address set forth 
below.  This will become a binding contract between the Company 
and the undersigned when such counterpart is so mailed or delivered.

                    Very truly yours,


                    By......................................

                    ........................................
                    Title

                    ........................................

                    ........................................
                              Address

Accepted as of          , 199

SOUTHWESTERN BELL CORPORATION


By.................................
  Title:

