
<PAGE>
                                                           EXHIBIT 1.E

                                      Draft of December 1, 1994
                                     [Debt Securities]         




             SOUTHWESTERN BELL CAPITAL 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 Capital Corporation, a Delaware
corporation ("Capital Corporation"), 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 entitled to the benefit of the Support
Agreement, dated as of November 10, 1986 (the "Support
Agreement"), between Capital Corporation and Southwestern Bell
Corporation, a Delaware corporation ("SBC"), pursuant to which
payment of principal of, premium, if any, and interest on the
Securities will be ensured by SBC; provided, however, that, as
provided in the Support Agreement, in no event may any holder
of Securities or other Lender (as defined in the Support
Agreement) have recourse to or against the stock or assets of
Southwestern Bell Telephone Company (the "Telephone Company")
or any interest of SBC or Capital Corporation in the Telephone
Company.  The obligations of SBC pursuant to the Support
Agreement are herein referred to as the "Support Obligations." 
The Securities will be issued under an Indenture, dated as of
February 1, 1987 and supplemented by a First Supplemental
Indenture dated as of October 1, 1990 (together, the
"Indenture"), among Capital Corporation, SBC and 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.  Capital
Corporation 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.   Capital Corporation and SBC represent and warrant
to, and agree with, the several Underwriters that:

          (a)  A registration statement on Form S-3 with
     respect to the Securities and with respect to the Support
     Obligations has been prepared by Capital Corporation and
     SBC in conformity with the requirements of the Securities
     Act of 1933, as amended ("Securities Act"), and the rules

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<PAGE> 2


     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 (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 and the Support
     Agreement pursuant to which the Support Obligations are
     created 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 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 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 neither Capital Corporation nor SBC makes
     any 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 Capital Corporation
     and SBC 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.  Capital Corporation has been advised by the
     Commission in a No-Action Letter that financial
     information regarding Capital Corporation need not be
     included in any registration statement on Form S-3 filed
     by Capital 
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<PAGE> 3

     Corporation and SBC with respect to the Securities and
     the Support Agreement.  The Commission also stated in
     such No-Action Letter that it will not raise any 
     objection if Capital Corporation does not file periodic
     reports pursuant to Sections 13 and 15(d) of the
     Exchange Act.

          (c)  Neither Capital Corporation nor SBC is 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
     Capital Corporation or SBC; the execution, delivery and
     performance of this Agreement and any Delayed Delivery
     Contracts (as defined in Paragraph 3 hereof) and
     compliance by Capital Corporation and SBC with the
     provisions of the Underwritten Securities, the Indenture
     and the Support Agreement will not conflict with, result
     in the creation or imposition of any lien, charge or
     encumbrance upon any of the assets of Capital
     Corporation, SBC 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 Capital
     Corporation or SBC or any order, rule or regulation of
     any court or governmental agency having jurisdiction over
     Capital Corporation or SBC; 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 the execution,
     delivery and performance of this Agreement, the Delayed
     Delivery Contracts, if any, the Indenture and the Support
     Agreement. 

          (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 Capital Corporation, SBC 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 Capital Corporation and SBC and
     will constitute the legally binding obligation of Capital
     Corporation and SBC, 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 Capital Corporation entitled to the
     benefits of the Indenture, (iii) the Support Agreement
     will have been duly authorized, executed and delivered by
     Capital Corporation and SBC and will constitute the
     legally binding obligations of Capital Corporation and
     SBC, (iv) the Support Obligations relating to the
     Underwritten Securities, upon payment for the
     Underwritten Securities as provided in this Agreement,
     will constitute legally binding obligations of SBC
     entitled to the benefits of the Indenture and the Support
     Agreement, and (v) the Underwritten Securities, the
     Indenture and the Support Agreement will conform to the
     descriptions thereof contained in the Prospectus.

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<PAGE> 4

          (f)  Each of Capital Corporation, SBC 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 SBC 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 Capital Corporation or SBC,
     threatened against Capital Corporation, SBC 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 SBC 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 SBC 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 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 SBC 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.

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<PAGE> 5

          (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,
Capital Corporation agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter agrees,
severally and not jointly, to purchase from Capital
Corporation, at the purchase price and on the other terms set
forth in Schedule I hereto, the principal amount of the
Underwritten Securities and related Support Obligations set
forth opposite its name in Schedule II hereto.

     3.   Any offer to purchase Underwritten Securities and
related Support Obligations 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
Capital Corporation, SBC and the Representative may approve
("Delayed Delivery Contracts").  Capital Corporation and SBC
shall each have the right, in their 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 and related Support Obligations pursuant to this
Agreement, Capital Corporation 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 princi-
pal 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 Capital
Corporation.

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<PAGE> 6

     4.   [Reserved]

     5.   Capital Corporation 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, Capital Corporation or SBC,
except that Capital Corporation will continue to be liable for
the payment of expenses as set forth in Paragraph 8(h) hereof
and SBC will continue to have Support Obligations with respect
to such 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 Capital
Corporation or SBC 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, on the one
hand, or Capital Corporation and SBC, on the other hand, may
postpone the Delivery Date for up to seven full business days
in order to effect any changes that in the opinion of Capital
Corporation, SBC 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, Capital Corporation shall deliver the

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<PAGE> 7


Immediate Delivery Underwritten Securities to the
Representative for the account of each Underwriter against
payment to or upon the order of Capital Corporation 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, Capital Corpora-
tion 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.   Capital Corporation and SBC each agrees with the
several Underwriters that:

          (a)  Capital Corporation and SBC 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 related Support
     Obligations, 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)  Capital Corporation and SBC 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,
     the Support Agreement and this Agreement), (ii) the
     Prospectus and (iii) any documents incorporated by
     reference in the Prospectus;

          (c)  During any period when a Prospectus relating to
     the Underwritten Securities is required by law to be
     delivered, neither Capital Corporation nor SBC will file
     any amendment of the Registration Statement nor will
     either 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 Capital Corporation and SBC have furnished the
     Representative a copy of such proposed amendment or
     supplement for its review prior to filing and neither
     Capital Corporation nor SBC will file any such proposed
     amendment or supplement to which the Representative
     reasonably objects.  Subject to the foregoing sentence,
     Capital Corporation and SBC will cause the Prospectus and
     any amendment or supplement
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<PAGE> 8


     thereto to be filed with the Commission as required pursuant to Rule 424 
     under the Securities Act.  Capital Corporation and SBC 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 Capital Corporation or SBC 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.  Capital Corporation and SBC 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).  Capital
     Corporation and SBC will use their 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, Capital Corporation and SBC
     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.  

          (e)  As soon as practicable, Capital Corporation and
     SBC will each make generally available to its security
     holders and to the Representative an earnings statement
     or statements of SBC 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, Capital Corporation and SBC will furnish to the
     Representative copies of all reports and financial
     statements furnished by Capital Corporation or SBC to each
     securities exchange on which securities issued by
     Capital Corpo-


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<PAGE> 9

     ration or SBC 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)  Capital Corporation and SBC 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 neither Capital Corporation nor SBC shall 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)  Capital Corporation will pay the costs incident
     to the authorization, issuance and delivery of the
     Underwritten Securities and related Support Obligations
     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, the
     Indenture and the Support Agreement; fees paid to rating
     agencies in connection with the rating of the Securities,
     including the Underwritten Securities and the rating of
     the Support Obligations; the fees and expenses of
     qualifying the Underwritten Securities and related
     Support Obligations 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, or of the Support
     Obligations as an investment (including fees of counsel
     to the Underwriters); and all other costs and expenses
     incident to the performance of the obligations of Capital
     Corporation and SBC 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 and related Support Obligations which they may
     sell and the expenses of advertising any offering of the
     Underwritten Securities and related Support Obligations
     made by the Underwriters (it being understood and agreed
     that Capital Corporation's obligations to pay costs and
     expenses under this subparagraph shall be deemed to be
     "other obligations" of Capital Corporation entitled to
     the benefits of the Support Agreement); 

          (i)  Until the termination of the offering of the
     Underwritten Securities and related Support Obligations,
     Capital Corporation and SBC will timely file all
     documents, and any amendments to previously filed
     documents, required to be filed by Capital Corporation or
     SBC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act; and


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<PAGE> 10

     
          (j)  During the period beginning on the date hereof
     and continuing to the Delivery Date, neither Capital
     Corporation nor SBC will offer, sell, contract to sell or
     otherwise dispose of any debt securities of Capital
     Corporation, any debt securities of SBC, or any Support
     Obligations or other support obligations or guarantees by
     SBC of debt securities of others, in any case with
     maturities longer than one year, other than Underwritten
     Securities and related Support Obligations to the
     Underwriters.

     9.   (a)  Capital Corporation and SBC shall jointly and
     severally 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
     neither Capital Corporation nor SBC shall 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 Capital
     Corporation and SBC may otherwise have to any Underwriter
     or controlling person.

          (b)  Each Underwriter shall indemnify and hold
     harmless Capital Corporation and SBC, each of their
     directors, each of their officers who signed the
     Registration Statement and any person who controls
     Capital Corporation or SBC 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 Capital Corporation, SBC 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 

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<PAGE> 11

     make the statements therein not misleading, but in each case
     only to the extent that the untrue statement or alleged
     untrue statement or omission or alleged omission was made
     in reliance upon and in conformity with information
     furnished in writing to Capital Corporation or SBC
     through the Representative by or on behalf of that Underwriter
     specifically for use therein, and shall reimburse Capital 
     Corporation and SBC for any legal and other expenses reasonably
     incurred by Capital Corporation, SBC 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 Capital Corporation,
     SBC or any of their 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 Capital Corporation or SBC, on the one hand, and
     one or more Underwriters, on the other hand, 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 

<PAGE>
<PAGE> 12

     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 which one or more
     Underwriters or controlling persons are indemnified
     parties and by Capital Corporation or SBC in the case of
     an action in which Capital Corporation or SBC or any of
     their 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 Capital Corporation and
     SBC, on the one hand, and the Underwriters, on the other
     hand, from the offering of the Underwritten Securities
     and related Support Obligations.  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 Capital Corporation and SBC, 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
     Capital Corporation and SBC, 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 and related Support Obligations 
     (before deducting expenses) received by Capital Corporation 
     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 Capital
     Corporation and SBC 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<PAGE>
<PAGE> 13


     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 and
     related Support Obligations 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 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
     Capital Corporation and SBC in Paragraph 1 and Paragraph
     8 hereof shall survive the delivery of the Underwritten
     Securities and related Support Obligations 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 Capital Corporation and SBC prior to the delivery of and
payment for the Immediate Delivery Underwritten Securities and related Support
Obligations, 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) Capital Corporation or SBC shall have
received notice that any rating of any of Capital Corporation's unsecured 
senior debt securities, SBC's unsecured senior debt securities or SBC's
Support Obligations or other support obligations or guarantees of debt 
securities of others 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 Capital Corporation's unsecured senior debt securities, SBC's unsecured
senior debt securities or SBC's Support Obligations or other support 
obligations or guarantees of debt securities of others or (e) there shall have 
occurred any change, or any development involving a prospective change, in or 
affecting particularly the business or properties of Capital Corporation, SBC 
or its subsidiaries which, in the Representative's reasonable judgment, 
<PAGE>
<PAGE> 14 


materially impairs the investment quality of the Underwritten Securities or
related Support Obligations.

     11.  The respective obligations of the Underwriters under this Agree-
ment with respect to the Underwritten Securities and related Support 
Obligations are subject to the accuracy, on the date hereof and on the 
Delivery Date, of the representations and warranties of Capital Corporation 
and SBC contained herein, to performance by Capital Corporation and SBC of 
their obligations hereunder, and to each of the following additional terms and
conditions applicable to the Underwritten Securities and related Support 
Obligations:

          (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 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 Capital Corporation and SBC 
     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 Capital Corporation or SBC 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, the
     related Support Obligations, the Indenture and the
     Support Agreement 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
     Capital Corporation and SBC shall have furnished to such
     counsel all documents and information that they may
     reasonably request to enable them to pass upon such
     matters.

          (d)  Counsel to Capital Corporation shall have
     furnished to the Representative his opinion addressed to
     the Underwriters and dated the Delivery Date, as counsel,
     to the effect that:

<PAGE>
<PAGE> 15


                  (i)  Capital Corporation has been duly
          incorporated and is validly existing as a
          corporation in good standing under the laws of the
          State of Delaware; and Capital Corporation 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
          Capital Corporation;

                 (ii)  each of the Indenture and the Support
          Agreement has been duly authorized, executed and
          delivered, has been duly qualified under the Trust
          Indenture Act, and constitutes a legal, valid and
          binding instrument enforceable against Capital 
          Corporation 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 Capital
          Corporation 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 Capital
          Corporation fairly summarize such matters; the
          Underwritten Securities, the Indenture, the Support
          Agreement 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 Capital
          Corporation entitled to the benefits of the
          Indenture and the Support Agreement; 

                  (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

<PAGE>
<PAGE> 16

          obligations of Capital Corporation entitled to 
          the benefits of the Indenture and the Support 
          Agreement;

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

                (vii)  no order, consent, approval,
          authorization, registration or qualification of or
          with any governmental agency or body having jurisdiction
          over Capital Corporation or any of its properties is
          required for the issue and sale of the Underwritten
          Securities or the consummation by Capital
          Corporation of the transactions contemplated by this
          Agreement, the Indenture or the Support Agreement,
          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 related Support Obligations; and

               (viii)  neither the execution and delivery of
          the Indenture, the Support Agreement, this Agreement
          or any Delayed Delivery Contracts, the issue and
          sale of the Underwritten Securities and related
          Support Obligations, 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 Capital Corporation or the terms of any
          indenture or other agreement or instrument known to
          such counsel and to which Capital Corporation is a
          party or by which Capital Corporation or any of its
          assets is bound, or any order or regulation known to
          such counsel to be applicable to Capital Corporation
          of any court, regulatory body, administrative
          agency, governmental body or arbitrator having
          jurisdiction over Capital Corporation.

     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
     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
     Capital Corporation and public officials.

     In rendering such opinion with respect to clause (vii) above, 
     insofar as it relates to regulatory authorities in the states 
     in which Capital<PAGE>
<PAGE> 17


     Corporation operates, such counsel may rely on the opinions 
     of local counsel satisfactory to such counsel.

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

                  (i)  SBC 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 SBC has been duly
          incorporated and is validly existing as a corpora-
          tion in good standing under the laws of the
          jurisdiction of its incorporation; and each of SBC
          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
          SBC and its subsidiaries taken as a whole;

                 (ii)  each of the Indenture and the Support
          Agreement has been duly authorized, executed and
          delivered, has been duly qualified under the Trust
          Indenture Act, and constitutes a legal, valid and
          binding instrument enforceable against SBC 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 SBC 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 SBC or any of its
          subsidiaries fairly summarize such matters; the
          Underwritten Securities, the Indenture, the Support
          Agreement 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";
<PAGE>
<PAGE> 18


                 (iv)  the Support Obligations relating to the
          Immediate Delivery Underwritten Securities have been
          duly authorized, and are valid and legally binding
          obligations of SBC entitled to the benefits of the
          Indenture and the Support Agreement;

                  (v)  the Support Obligations relating to the
          Delayed Delivery Underwritten Securities, if any,
          have been duly authorized and, when such Delayed
          Delivery Underwritten Securities are 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 SBC entitled to the benefits of the
          Indenture and the Support Agreement;

                 (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 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 SBC;

               (viii)  no order, consent, approval,
          authorization, registration or qualification of or
          with any governmental agency or body having
          jurisdiction over SBC or any of its properties is
          required for the issue of the Support Obligations
          relating to the Underwritten Securities or the
          consummation by SBC of the transactions contemplated
          by this Agreement, the Indenture or the Support
          Agreement, 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 <PAGE>
<PAGE> 19


          with the sale and distribution of the Underwritten 
          Securities and related Support Obligations; and

                 (ix)  neither the execution and delivery of
          the Indenture, the Support Agreement, this Agreement
          or any Delayed Delivery Contracts, the issue and
          sale of the Underwritten Securities and related
          Support Obligations, 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 SBC or the terms of any indenture or
          other agreement or instrument known to such counsel
          and to which SBC or any of its material subsidiaries
          is a party or by which SBC, any such subsidiary or
          any of their assets is bound, or any order or
          regulation known to such counsel to be applicable to
          SBC 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
     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.

          (f)  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
     and related Support Obligations, the Indenture, the
     Registration Statement, the Prospectus and other related
     matters as the Representative may reasonably require, and
     Capital Corporation and SBC shall have furnished to such
     counsel such documents as they request for the purpose of
     enabling them to pass upon such matters.

          (g)  Each of Capital Corporation and SBC 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;

     <PAGE>
<PAGE> 20


             (i)  the representations and warranties of
          Capital Corporation or SBC, as the case may be, 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; Capital
          Corporation or SBC, as the case may be, 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 and related
          Support Obligations hereunder; and the conditions
          set forth in Paragraphs 11(a) and 11(i) 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
          Capital Corporation, SBC 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.

          (h)  Capital Corporation and SBC shall have
     furnished to the Representative (i) a letter of Ernst &
     Young, addressed to the Boards of Directors of Capital
     Corporation and SBC and the Underwriters and dated the
     later of the effective date of the Registration Statement
     or the date of the filing of SBC'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 sub-
     clause (i) above and confirming in all material respects
     the conclusions and findings set forth in such prior
     letter. 

          (i)  No order, consent, approval, authorization,
     registration or qualification of or with any governmental
     agency or body having jurisdiction over Capital
     Corporation, SBC or any of their properties is required
     for the issue and sale of the Underwritten Securities and
     related Support Obligations or the consummation by
     Capital Corporation and SBC of the transactions
     contemplated by this Agreement, the Indenture or the
     Support Agreement, except such as have been, or will <PAGE>
<PAGE> 21

     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 and related
     Support Obligations 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 Capital Corporation 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), Capital Corporation 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 Capital Corporation shall pay the full amount
thereof to the Representative (it being understood and agreed
that the Capital Corporation's obligations to pay costs and
expenses under this Paragraph shall be deemed to be "other
obligations" of Capital Corporation entitled to the benefits
of the Support Agreement).  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, Capital Corporation shall not be obligated to
reimburse any Underwriter on account of those expenses.

     13.  Capital Corporation and SBC shall be entitled to act
and rely upon any request, consent, notice or agreement by, or
on behalf of, the Representative.  Any notice by Capital
Corporation or SBC 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 Capital Corporation or SBC shall be sufficient
if given in writing or by facsimile transmission confirmed
promptly in writing addressed to Capital Corporation or SBC at
Southwestern Bell Corporation, 175 E. Houston Street, 7th
Floor, San Antonio, Texas 78205-2233, Telecopy Number: (210)
351-3849, Attention of the Vice President, Treasurer, and
Chief Financial Officer with a copy to the Senior Executive
Vice President and General Counsel, Southwestern Bell
Corporation, 13th Floor, San Antonio, Texas 78205-2233,
Telecopy Number: (210) 351-2298.

     14.  This Agreement shall be binding upon the
Underwriters, Capital Corporation, SBC 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 <PAGE>
<PAGE> 22


Capital Corporation and SBC 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 Capital Corporation and
SBC officers of Capital Corporation and SBC who have signed
the Registration Statement and any person controlling Capital
Corporation or SBC.  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> 23

     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 among Capital Corporation, SBC and the
several Underwriters.

                    Very truly yours,


                    SOUTHWESTERN BELL CAPITAL CORPORATION

                    By: __________________________________
                        Title: 



                    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> 24

                          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> 25




    The Delayed Delivery                [There are no Delayed
                                        Delivery Contracts.]
    Contracts shall have 
    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> 26

                          SCHEDULE II


                                                              
                                              Principal
                                              Amount of
                                            Underwritten
 Name of Underwriter                         Securities

                                          $           


                                          ____________

         Total . . . . . . .              $           

<PAGE>
<PAGE> 27

                           EXHIBIT A


                 SOUTHWESTERN BELL CORPORATION

                   DELAYED DELIVERY CONTRACT


                                   ,199


Southwestern Bell Capital Corporation
________________________
San Antonio, Texas _____

Dear Sirs:

     The undersigned hereby agrees to purchase from
Southwestern Bell Capital Corporation, a Delaware corporation
("Capital Corporation"), and Capital Corporation hereby agrees
to sell to the undersigned, $        principal amount of
Capital Corporation's above-captioned securities
("Securities"), offered by Capital Corporation'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. 
The Securities are entitled to the benefits of the Support
Agreement, dated November 10, 1986, between Capital
Corporation and Southwestern Bell Corporation, a Delaware
corporation ("SBC").

     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 Capital Corporation to the undersigned, and
the undersigned will accept delivery of such Securities and
will make payment to Capital Corporation 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 Capital Corporation may designate, to
or upon the order of Capital Corporation.  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 Capital
Corporation 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.
<PAGE>
<PAGE> 28


     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) Capital Corporation shall have
sold to the Underwriters named in the Prospectus the Immediate
Delivery Underwritten Securities (as defined in the
Underwriting Agreement referred to in the Prospectus). 
Capital Corporation 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 Capital Corporation and SBC
delivered to such Underwriters pursuant to Paragraph 11(d) and
11(e) 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
Capital Corporation's and SBC's sole discretion and, without
limiting the foregoing, need not be on a first-come, first-
served basis.  If this Contract is acceptable to Capital
Corporation and SBC, it is requested that Capital Corporation
and SBC sign the form of acceptance below and mail or deliver
one of the counterparts hereof to <PAGE>
<PAGE> 29


the undersigned at its address set forth below.  This will 
become a binding contract among Capital Corporation, SBC and 
the undersigned when such counterpart is so mailed or delivered.

                              Very truly yours,


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

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

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

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

Accepted as of          , 199

SOUTHWESTERN BELL CAPTIAL CORPORATION


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


SOUTHWESTERN BELL CORPORATION


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


