
<PAGE>
                                                           EXHIBIT 4.A

                                      Draft of December 6, 1994













                SOUTHWESTERN BELL CORPORATION,

            as Issuer and Registrant of Securities

                              AND

                     THE BANK OF NEW YORK

                            Trustee




                     ____________________



                           INDENTURE



                 Dated as of November 1, 1994



                      ___________________



          Providing for Issuance of Securities in Series

<PAGE>
<PAGE> 

Certain Sections of this Indenture relating to Sections 310
through 318, inclusive, of the Trust Indenture Act of 1939. 
This reconciliation section does not constitute part of the
Indenture.

Trust Indenture Act                            Indenture 
  of 1939 Section                               Section  

310(a)(1)  . . . . . . . . . . . . . . . . . . .  7.10
   (a)(2)  . . . . . . . . . . . . . . . . . . .  7.10
   (a)(3)  . . . . . . . . . . . . . . . . . . . Inapplicable
   (a)(4)  . . . . . . . . . . . . . . . . . . . Inapplicable
   (b) . . . . . . . . . . . . . . . . . . . . .  7.08; 7.10
   (c) . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . .  7.11
   (b) . . . . . . . . . . . . . . . . . . . . .  7.11
   (c) . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . .  2.07
   (b) . . . . . . . . . . . . . . . . . . . . . 10.03
   (c) . . . . . . . . . . . . . . . . . . . . . 10.03
313(a) . . . . . . . . . . . . . . . . . . . . .  7.06
   (b)(1)  . . . . . . . . . . . . . . . . . . . Inapplicable
   (b)(2)  . . . . . . . . . . . . . . . . . . .  7.06; 10.02
   (c) . . . . . . . . . . . . . . . . . . . . . 10.02
   (d) . . . . . . . . . . . . . . . . . . . . .  7.06
314(a) . . . . . . . . . . . . . . . . . . . . .  4.02; 10.02
   (b) . . . . . . . . . . . . . . . . . . . . . Inapplicable
   (c)(1)  . . . . . . . . . . . . . . . . . . . 10.04
   (c)(2)  . . . . . . . . . . . . . . . . . . . 10.04
   (c)(3)  . . . . . . . . . . . . . . . . . . . Inapplicable
   (d) . . . . . . . . . . . . . . . . . . . . . Inapplicable
   (e) . . . . . . . . . . . . . . . . . . . . . 10.05
   (f) . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . .  7.01(b)
   (b) . . . . . . . . . . . . . . . . . . . . .  7.05; 10.02
   (c) . . . . . . . . . . . . . . . . . . . . .  7.01(a)
   (d) . . . . . . . . . . . . . . . . . . . . .  7.01(c)
   (e) . . . . . . . . . . . . . . . . . . . . .  6.11
316(a)(last sentence)  . . . . . . . . . . . . .  2.11
   (a)(1)(A) . . . . . . . . . . . . . . . . . .  6.05
   (a)(1)(B) . . . . . . . . . . . . . . . . . .  6.04
   (a)(2)  . . . . . . . . . . . . . . . . . . . Inapplicable
   (b) . . . . . . . . . . . . . . . . . . . . .  6.07
317(a)(1)  . . . . . . . . . . . . . . . . . . .  6.08
   (a)(2)  . . . . . . . . . . . . . . . . . . .  6.09
   (b) . . . . . . . . . . . . . . . . . . . . .  2.06
318(a) . . . . . . . . . . . . . . . . . . . . . 10.01

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<PAGE> i


                      TABLE OF CONTENTS*
                                                           PAGE


                           ARTICLE 1

          DEFINITIONS AND INCORPORATION BY REFERENCE  . .     1

     1.01   Definitions . . . . . . . . . . . . . . . . .     1
     1.02   Other Definitions . . . . . . . . . . . . . .     3
     1.03   Incorporation by Reference of Trust Indenture
             Act  . . . . . . . . . . . . . . . . . . . .     3
     1.04   Rules of Construction . . . . . . . . . . . .     4


                           ARTICLE 2

                        THE SECURITIES  . . . . . . . . .     4

     2.01   Issuable in Series  . . . . . . . . . . . . .     4
     2.02   Establishment of Terms and Form of Series of
             Securities . . . . . . . . . . . . . . . . .     4
     2.03   Execution, Authentication and Delivery  . . .     6
     2.04   Registrar and Paying Agent  . . . . . . . . .     8
     2.05   Payment on Securities . . . . . . . . . . . .     9
     2.06   Paying Agent to Hold Money in Trust . . . . .    10
     2.07   Securityholder Lists; Ownership of Securities    10
     2.08   Registration of Transfer and Exchange . . . .    11
     2.09   Replacement Securities  . . . . . . . . . . .    13
     2.10   Outstanding Securities  . . . . . . . . . . .    13
     2.11   Treasury Securities . . . . . . . . . . . . .    14
     2.12   Temporary Securities  . . . . . . . . . . . .    14
     2.13   Cancellation  . . . . . . . . . . . . . . . .    15
     2.14   Defaulted Interest  . . . . . . . . . . . . .    15
     2.15   CUSIP Numbers . . . . . . . . . . . . . . . .    15

                           ARTICLE 3

                          REDEMPTION  . . . . . . . . . .    16

     3.01   Notice to Trustee . . . . . . . . . . . . . .    16
     3.02   Selection of Securities to be Redeemed  . . .    16
     3.03   Notice of Redemption  . . . . . . . . . . . .    16
     3.04   Effect of Notice of Redemption  . . . . . . .    17
     3.05   Deposit of Redemption Price . . . . . . . . .    17
     3.06   Securities Redeemed in Part . . . . . . . . .    17

                           ARTICLE 4

                           COVENANTS  . . . . . . . . . .    17

     4.01   Payment of Securities . . . . . . . . . . . .    17
     4.02   Reports by SBC  . . . . . . . . . . . . . . .    18
     4.03   Statement as to Compliance  . . . . . . . . .    19
     4.04   Calculation of Original Issue Discount  . . .    19


                                   

*    This Table of Contents Does Not Constitute Part of the
     Indenture.
<PAGE>
<PAGE> ii

                           ARTICLE 5

                          SUCCESSORS  . . . . . . . . . .    19

     5.01   When SBC May Merge, etc.  . . . . . . . . . .    19


                           ARTICLE 6

                     DEFAULTS AND REMEDIES  . . . . . . .    19

     6.01   Events of Default . . . . . . . . . . . . . .    19
     6.02   Acceleration  . . . . . . . . . . . . . . . .    21
     6.03   Other Remedies Available to Trustee . . . . .    21
     6.04   Waiver of Existing Defaults . . . . . . . . .    22
     6.05   Control by Majority . . . . . . . . . . . . .    22
     6.06   Limitation on Suits by Securityholders  . . .    22
     6.07   Rights of Holders to Receive Payment  . . . .    23
     6.08   Collection Suits by Trustee . . . . . . . . .    23
     6.09   Trustee May File Proofs of Claim  . . . . . .    23
     6.10   Priorities  . . . . . . . . . . . . . . . . .    23
     6.11   Undertaking for Costs . . . . . . . . . . . .    24


                           ARTICLE 7

                            TRUSTEE . . . . . . . . . . .    24

     7.01   Duties of Trustee . . . . . . . . . . . . . .    24
     7.02   Rights of Trustee . . . . . . . . . . . . . .    25
     7.03   Individual Rights of Trustee  . . . . . . . .    26
     7.04   Trustee's Disclaimer  . . . . . . . . . . . .    26
     7.05   Notice of Defaults  . . . . . . . . . . . . .    26
     7.06   Reports by Trustee to Holders . . . . . . . .    26
     7.07   Compensation and Indemnity  . . . . . . . . .    26
     7.08   Replacement of Trustee  . . . . . . . . . . .    27
     7.09   Successor Trustee, Agents by Merger, etc. . .    29
     7.10   Eligibility; Disqualification . . . . . . . .    29
     7.11   Preferential Collection of Claims Against SBC
              . . . . . . . . . . . . . . . . . . . . . .    29


                           ARTICLE 8

                    DISCHARGE OF INDENTURE  . . . . . . .    29

     8.01   Termination of SBC's Obligations  . . . . . .    29
     8.02   Application of Trust Money  . . . . . . . . .    30
     8.03   Repayment to SBC  . . . . . . . . . . . . . .    30
     8.04   Indemnity for Government Obligations  . . . .    30


                           ARTICLE 9

                    AMENDMENTS AND WAIVERS  . . . . . . .    31

     9.01   Without Consent of Holders  . . . . . . . . .    31
     9.02   With Consent of Holders . . . . . . . . . . .    31
     9.03   Compliance with Trust Indenture Act . . . . .    32
     9.04   Revocation and Effect of Consents . . . . . .    32
     9.05   Notation on or Exchange of Securities . . . .    33
     9.06   Trustee Protected . . . . . . . . . . . . . .    33
<PAGE>
<PAGE> iii

     9.07   Execution of Supplemental Indentures  . . . .    33


                          ARTICLE 10

                         MISCELLANEOUS  . . . . . . . . .    33

     10.01   Trust Indenture Act Controls . . . . . . . .    33
     10.02   Notices  . . . . . . . . . . . . . . . . . .    33
     10.03   Communication by Holders with Other Holders     34
     10.04   Certificate and Opinion as to Conditions
             Precedent  . . . . . . . . . . . . . . . . .    34
     10.05   Statements Required in Certificate or
             Opinion  . . . . . . . . . . . . . . . . . .    34
     10.06   Rules by Trustee and Agents  . . . . . . . .    35
     10.07   Legal Holidays . . . . . . . . . . . . . . .    35
     10.08   Governing Law  . . . . . . . . . . . . . . .    35
     10.09   No Adverse Interpretation of Other
             Agreements . . . . . . . . . . . . . . . . .    35
     10.10   No Recourse Against Others . . . . . . . . .    35
     10.11   Acts of Holders  . . . . . . . . . . . . . .    35
     10.12   Execution in Counterparts  . . . . . . . . .    37


SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . .  37
<PAGE>
<PAGE> 1

     INDENTURE dated as of November 1, 1994 between
SOUTHWESTERN BELL CORPORATION, a Delaware corporation ("SBC"),
and THE BANK OF NEW YORK, a New York banking company duly
organized and validly existing under the laws of the State of
New York ("Trustee").

                        RECITALS OF SBC

     SBC has duly authorized the execution and delivery of
this Indenture for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness
("Securities") as herein provided.

     All things necessary to make this Indenture a valid
agreement of SBC, in accordance with its terms, have been
done.

     For and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable
benefit of the Holders of the Securities:


                           ARTICLE 1

          DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01  Definitions.

     "Affiliate" means any person directly or indirectly
controlling or controlled by, or under direct or indirect
common control with, SBC.

     "Agent" means any Paying Agent, Registrar, or co-
Registrar.

     "Authorized Newspaper" means a newspaper of general
circulation, in an official language of the country of
publication or in the English language, customarily published
on days other than Legal Holidays, as defined in Section
10.07, in such country.  Whenever successive weekly
publications in an Authorized Newspaper are required
hereunder, they may be made (unless otherwise expressly
provided herein) on the same or different days of the week and
in the same or different Authorized Newspapers.

     "Board of Directors" means the Board of Directors of SBC,
or any duly authorized committee thereof.

     "Board Resolution" means a copy of a resolution of the
Board of Directors, certified by the Secretary or an Assistant
Secretary of SBC to have been duly adopted by the Board of
Directors and to be in full force and effect.

     "Default" means any event which is, or after notice or
passage of time would be, an Event of Default.

     "Depository" means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of
one or more Global Securities, the person designated as
Depository by SBC pursuant to Section 2.02.

     "Global Security" means a Security in the form prescribed
in Section 2.02 evidencing all or part of a Series of
Securities, issued to the Depository for such series or its
nominee, and registered in the name of such Depository or
nominee.
<PAGE>
<PAGE> 2


     "Holder" or "Securityholder" means the bearer of an
Unregistered Security or of a coupon appertaining thereto or
the person in whose name a Registered Security is registered
on the Registrar's books.

     "Indenture" means this Indenture as amended or
supplemented from time to time including, for all purposes of
this instrument and any such amendment or supplement, the
provisions of the TIA that are deemed to be a part of and
govern this instrument and any such amendment or supplement,
respectively.  The term "Indenture" shall also include the
forms and terms of a particular Series of Securities
established as contemplated hereunder.

     "Officer" means the Chairman of the Board of Directors,
any Vice Chairman of the Board of Directors, the President,
any Vice-President, the Treasurer or the Secretary of SBC.

     "Officers' Certificate" means a certificate signed by two
Officers or by any Officer and an Assistant Treasurer or an
Assistant Secretary of SBC.

     "Opinion of Counsel" means a written opinion of legal
counsel who is acceptable to SBC and the Trustee.  Counsel may
be an employee of or counsel to SBC or the Trustee.

     "Order" means an order in the name of SBC signed by two
Officers or by any Officer and an Assistant Treasurer or an
Assistant Secretary of SBC.

     "Original Issue Discount Security" means any Security
which provides for an amount less than the stated principal
amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02.

     "Principal" of a debt security means the principal of the
security plus, when appropriate, the premium, if any, on the
security.

     "Registered Security" means any Security issued hereunder
and registered by the Registrar.

     "Responsible Officer", when used with respect to the
Trustee, shall mean the chairman or any vice-chairman of the
board of directors or trustees, the chairman or any vice-
chairman of the executive committee of the board of directors
or trustees, the president, any vice-president, the treasurer,
the secretary, any trust officer, any second or assistant
vice-president or any other officer or assistant officer of
the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter
is referred because of his knowledge of and familiarity with a
particular subject.

     "SBC" means the party named as such in this Indenture
until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor.

     "SEC" means the Securities and Exchange Commission.

     "Series" or "Series of Securities" means a series of
Securities.

     "Securities" means the debentures, notes or other
obligations of SBC issued, authenticated and delivered under
this Indenture.
<PAGE>
<PAGE> 3

     "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or
indirectly, by SBC or by one or more other of its
Subsidiaries, or by SBC and one or more other of its
Subsidiaries.  For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as
no senior class of stock has such voting power by reason of
any contingency.

     "TIA" means the Trust Indenture Act of 1939 as in effect
on the date of this Indenture provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.  

     "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor and if,
at any time, there is more than one Trustee, "Trustee" as used
with respect to the Securities of any Series shall mean the
Trustee with respect to that Series.

     "U.S. person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or a
political subdivision thereof, or an estate or trust the
income of which is subject to United States Federal income
taxation regardless of its source.

     "United States" means the United States of America
(including the States and the District of Columbia), its
territories, its possessions and all other areas subject to
its jurisdiction.

     "Unregistered Security" means any Security issued
hereunder which is not a Registered Security.

     "Yield to Maturity" means the yield to maturity,
calculated by SBC at the time of issuance of a Series of
Securities or, if applicable, at the most recent determination
of interest on such Series in accordance with accepted
financial practice.

SECTION 1.02   Other Definitions.

     Term                               Section
     "Bankruptcy Law". . . . . . . . . . . .    6.01
     "Custodian" . . . . . . . . . . . . . .    6.01
     "Event of Default"  . . . . . . . . . .    6.01
     "Legal Holiday" . . . . . . . . . . . .   10.07
     "Paying Agent"  . . . . . . . . . . . .    2.04
     "Registrar" . . . . . . . . . . . . . .    2.04
     "U.S. Government Obligations" . . . . .    8.01

SECTION 1.03   Incorporation by Reference of Trust Indenture
Act.

     Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part
of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture to be qualified" means this Indenture.
<PAGE>
<PAGE> 4


     "indenture trustee" or "institutional trustee" means the
Trustee.

     "obligor" on the indenture securities means SBC.

     All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or
defined by SEC rule under the TIA have the meanings assigned
to them therein.

SECTION 1.04   Rules of Construction.

     Unless the context otherwise requires:

             (1)  a term has the meaning assigned to it;

             (2)  an accounting term not otherwise defined has
     the meaning assigned to it in accordance with accounting
     principles generally accepted in the United States of
     America.

             (3)  "or" is not exclusive; and

             (4)  words in the singular include the plural, and
     words in the plural include the singular.


                           ARTICLE 2

                        THE SECURITIES

SECTION 2.01   Issuable in Series.

     The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. 
The Securities may be issued in one or more Series.  There may
be Registered Securities and Unregistered Securities within a
Series and the Unregistered Securities may be subject to such
restrictions, and contain such legends, as may be required by
United States laws and regulations.  Except as provided in the
foregoing sentence or as otherwise provided by or pursuant to
the Board Resolution referred to in Section 2.02, all
Securities of a Series shall be identical in all respects. 
Securities of different Series may differ in any respect;
provided that all Series of Securities shall be equally and
ratably entitled to the benefits of this Indenture.

SECTION 2.02   Establishment of Terms and Form of Series of
Securities.

     (a)  At or prior to the issuance of any Series of
Securities, the following shall be established either by or
pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or by an indenture supplemental hereto:

             (1)  the title of the Securities of the Series
     (which title shall distinguish the Securities of the
     Series from the Securities of all other Series and from
     all other securities issued by SBC);

             (2)  any limit upon the aggregate principal amount
     of the Securities of the Series which may be
     authenticated and delivered under this Indenture (except
     for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in
     lieu of, other Securities of the Series pursuant to
     Section 2.08, 2.09, 2.12, 3.06 or 9.05);
<PAGE>
<PAGE> 5


             (3)  the date or dates on which the principal of
     the Securities of the Series is payable;

             (4)  the rate or rates at which the Securities of
     the Series shall bear interest, if any, or the method of
     calculating such rate or rates of interest, the date or
     dates from which such interest shall accrue, the dates on
     which such interest shall be payable and, with respect to
     Registered Securities, the record date for the interest
     payable on any interest payment date;

             (5)  the place or places where the principal of
     and interest on Registered and any Unregistered
     Securities of the Series shall be payable;

             (6)  the period or periods within which, the price
     or prices at which, and the terms and conditions upon
     which, Securities of the Series may be redeemed, in whole
     or in part, at the option of SBC;

             (7)  the obligation, if any, of SBC to redeem or
     purchase Securities of the Series pursuant to any sinking
     fund or analogous provisions or upon the happening of a
     specified event or at the option of a Holder thereof and
     the period or periods within which, the price or prices
     at which, and the terms and conditions upon which,
     Securities of the Series shall be redeemed or purchased,
     in whole or in part, pursuant to such obligation;

             (8)  if in other than denominations of $1,000 and
     any integral multiple thereof, the denominations in which
     Securities of the Series shall be issuable;

             (9)  if other than the principal amount thereof,
     the portion of the principal amount of Securities of the
     Series which shall be payable upon declaration or
     acceleration of the maturity thereof pursuant to Section
     6.02;

             (10)  whether Securities of the Series shall be
     issuable as Registered Securities or Unregistered
     Securities (with or without interest coupons), or both,
     and any restrictions applicable to the offering, sale or
     delivery of Unregistered Securities and whether, and the
     terms upon which, Unregistered Securities of a Series may
     be exchanged for Registered Securities of the same Series
     and vice versa;

             (11)  whether and under what circumstances SBC
     will pay additional amounts on the Securities of that
     Series held by a person who is not a U.S. person in
     respect of taxes or similar charges withheld or deducted
     and, if so, whether SBC will have the option to redeem
     such Securities rather than pay such additional amounts;

             (12)  the currency or currencies, including
     composite currencies, in which payment of the principal
     of and interest on the Securities of the Series shall be
     payable (if other than the currency of the United States
     of America);

             (13)  if the amount or payments of principal of or
     interest on the Securities of the Series may be
     determined with reference to an index, the manner in
     which such amounts shall be determined;
<PAGE>
<PAGE> 6

             (14)  the obligation, if any, of SBC to permit the
     conversion or exchange of the Securities of the Series
     into other securities (whether or not issued by, or the
     obligation of, SBC), and the terms and conditions upon
     which such conversion or exchange shall be effected
     (including, without limitation, the initial conversion or
     exchange price or rate, the conversion or exchange period
     and any other provisions in addition to or in lieu of
     those set forth in this Indenture relative to such
     obligation;

             (15)  whether the Securities of the Series shall
     be issuable in whole or in part in the form of one or
     more Global Securities and, in such case, the Depository
     for such Global Security or Securities, which Depository
     shall be a clearing agency registered under the
     Securities Exchange Act of 1934, as amended;

             (16)  any other terms of the Series (which terms
     shall not be inconsistent with the provisions of this
     Indenture), including any terms which may be required by
     or advisable under United States laws or regulations or
     advisable in connection with the marketing of Securities
     of that Series;

             (17)  the form of the Securities (or forms thereof
     if Unregistered and Registered Securities shall be
     issuable in such Series, including such legends as may be
     required by United States laws or regulations, the form
     of any coupons or temporary global Security which may be
     issued and the forms of any certificates which may be
     required hereunder or under United States laws or
     regulations in connection with the offering, sale,
     delivery or exchange of Unregistered Securities); and

             (18)  the CUSIP number, if any.

     (b)  If the terms and form or forms of any Series of
Securities are established by or pursuant to a Board
Resolution, SBC shall deliver a copy of such Board Resolution
to the Trustee at or prior to the issuance of such Series with
(1) the form or forms of Security which have been approved
attached thereto, or (2) if such Board Resolution authorized
Officers to approve the terms and form or forms of the
Securities, an Officers' Certificate approving the terms and
form or forms of Security with such form or forms of
Securities attached thereto.

SECTION 2.03   Execution, Authentication and Delivery.

     (a)  Securities shall be executed on behalf of SBC by its
Chairman of the Board of Directors or a Vice-Chairman of the
Board of Directors or its President or a Vice-President, and
its Treasurer or an Assistant Treasurer or its Secretary or an
Assistant Secretary.  Signatures shall be manual or facsimile. 
SBC's seal shall be reproduced on the Securities and may, but
need not, be attested.  The coupons of Unregistered Securities
shall bear the facsimile signature of the Treasurer or an
Assistant Treasurer of SBC.

     (b)  If an Officer, an Assistant Treasurer or an
Assistant Secretary of SBC whose signature is on a Security or
coupon no longer holds that office at the time the Security is
authenticated, the Security or coupon shall be valid
nevertheless.

     (c)  A Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent
and no coupon
<PAGE>
<PAGE> 7

shall be valid until the Security to which it appertains has
been so authenticated.  Such signature shall be conclusive
evidence that the Security has been authenticated under this
Indenture.  Each Registered Security shall be dated the date
of its authentication, and each Unregistered Security shall be
dated as provided in connection with the establishment of the
Series thereof.

     (d)  The Trustee shall at any time, and from time to
time, authenticate and deliver Securities of any Series
executed and delivered by SBC for original issue in an
aggregate principal amount not in excess of the principal
amount authorized for such Series, upon receipt by the Trustee
of (i) an Order for the authentication and delivery of such
Securities, (ii) if the terms and form or forms of the
Securities of such Series have been established by or pursuant
to a Board Resolution as permitted by Section 2.02, a copy of
such Board Resolution and any Officers' Certificate that may
be required pursuant to Section 2.02(b), and (iii) an Opinion
of Counsel stating,

             (1)  if the form of such Securities has been
     established by or pursuant to a Board Resolution as
     permitted by Section 2.02, that such form has been
     established in conformity with the provisions of this
     Indenture;

             (2)  if the terms of such Securities have been
     established by or pursuant to a Board Resolution as
     permitted by Section 2.02, that such terms have been
     established in conformity with the provisions of this
     Indenture; and

             (3)  that such Securities, when authenticated and
     delivered by the Trustee and issued by SBC in the manner
     and subject to any conditions specified in such Opinion
     of Counsel, will constitute valid and legally binding
     obligations of SBC entitled to the benefits of the
     Indenture.

     Notwithstanding the provisions of Section 2.02 and of the
preceding paragraph, if all Securities of a Series are not to
be originally issued at one time, it shall not be necessary to
deliver the Officers' Certificate otherwise required pursuant
to Section 2.02(b) or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such
Series if such documents are delivered at or prior to the time
of authentication upon original issuance of the first Security
of such series to be issued.

     If the terms and form or forms of such Securities have
been established by or pursuant to a Board Resolution as
permitted by Section 2.02, the Trustee shall not be required
to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will adversely affect
the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.

     Notwithstanding the foregoing, until SBC has delivered an
Officers' Certificate to the Trustee and the Registrar stating
that, as a result of the action described, SBC would not
suffer adverse consequences under the provisions of United
States law or regulations in effect at the time of the
delivery of Unregistered Securities, (i) delivery of
Unregistered Securities by the Trustee or Registrar will be
made only outside the United States and (ii) Unregistered
Securities will be released by the Trustee or Registrar in
definitive form to the 
<PAGE>
<PAGE> 8

person entitled to physical delivery thereof only upon
presentation of a certificate in the form prescribed by SBC.

     (e)  If SBC shall establish pursuant to Section 2.02 that
the Securities of a Series are to be issued in whole or in
part in the form of one or more Global Securities, then SBC
shall execute and the Trustee shall, in accordance with this
Section and SBC's Order with respect to such Series,
authenticate and deliver one or more Global Securities that
(i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of outstanding
Securities of such series to be represented by one or more
Global Securities; (ii) shall be registered in the name of the
Depository for such Global Security or Securities or the
nominee of such Depository, (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's
instruction and (iv) shall bear a legend substantially to the
following effect:  "This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a
Depository.  Unless and until it is exchanged in whole or in
part for Securities in definitive form in accordance with the
provisions of the Indenture and the terms of the Securities,
this Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor
Depository."

     Each depository designated pursuant to Section 2.02 for a
Global Security must, at the time of its designation and at
all times while it serves as Depository, be a clearing agency
registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

     (f)  The Trustee may appoint an authenticating agent to
authenticate Securities.  An authenticating agent may
authenticate Securities whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee
includes authentication by such agent.  An authenticating
agent has the same rights as an Agent to deal with SBC or an
Affiliate thereof.

SECTION 2.04   Registrar and Paying Agent.

     SBC shall maintain in the Borough of Manhattan, The City
of New York, State of New York, an office or agency where
Registered Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency
where (subject to Sections 2.05(c) and 2.08(b)) Securities may
be presented for payment or for exchange ("Paying Agent"). 
With respect to any Series of Securities issued in whole or in
part as Unregistered Securities, SBC shall maintain one or
more Paying Agents located outside the United States and shall
maintain such Paying Agents for a period of two years after
the principal of such Unregistered Securities has become due
and payable.  During any period thereafter for which it is
necessary in order to conform to United States tax law or
regulations, SBC will maintain a Paying Agent outside the
United States to which the Unregistered Securities or coupons
appertaining thereto may be presented for payment and will
provide the necessary funds therefor to such Paying Agent upon
reasonable notice.  The Registrar shall keep a register with
respect to each Series of Securities issued in whole or in
part as Registered Securities and to their transfer and
exchange.  SBC may appoint one or more co-Registrars
acceptable to the Trustee and one or more additional Paying
Agents for each Series of Securities and SBC may terminate the
appointment of any 
<PAGE>
<PAGE> 9

co-Registrar or Paying Agent at any time upon written notice. 
The term "Registrar" includes any co-Registrar.  The term
"Paying Agent" includes any additional Paying Agent.  SBC
shall notify the Trustee of the name and address of any Agent
not a party to this Indenture.  If SBC fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such.

     SBC initially appoints the Trustee as Registrar and
Paying Agent.

SECTION 2.05   Payment on Securities.

     (a)  Subject to the following provisions, SBC will pay to
the Trustee the amounts, in such coin or currency as is at the
time legal tender for the payment of public or private debt,
in the manner, at the times and for the purposes set forth
herein and in the text of the Securities for each Series, and
SBC hereby authorizes and directs the Trustee from funds so
paid to it to make or cause to be made payment of the
principal of and interest, if any, on the Securities and
coupons of each Series as set forth herein and in the text of
such Securities and coupons.  The Trustee will arrange
directly with any Paying Agents for the payment, or the
Trustee will make payment, from funds furnished by SBC, of the
principal and interest, if any, on the Securities and coupons
of each Series by check drawn upon a bank in The City of New
York.

     (b)  Interest, if any, on Registered Securities of a
Series shall be paid on each interest payment date for such
Series to the Holder thereof at the close of business on the
relevant record dates specified in the Securities of such
Series.  SBC may pay such interest by check mailed to such
Holder's address as it appears on the register for Securities
of such Series.  Principal of Registered Securities shall be
payable only against presentation and surrender thereof at the
office of the Paying Agent in New York, New York, unless SBC
shall have otherwise instructed the Trustee in writing.

     (c)  To the extent provided in the Securities of a
Series, (i) interest, if any, on Unregistered Securities shall
be paid only against presentation and surrender of the coupons
for such interest installments as are evidenced thereby as
they mature and (ii) original issue discount (as defined in
Section 1273 of the Internal Revenue Code of 1986, as
amended), if any, on Unregistered Securities shall be paid
only against presentation and surrender of such Securities, in
either case at the office of a Paying Agent located outside of
the United States, unless SBC shall have otherwise instructed
the Trustee in writing.  Principal of Unregistered Securities
shall be paid only against presentation and surrender thereof
as provided in the Securities of a Series.  If at the time a
payment of principal of or interest, if any, or original issue
discount, if any, on an Unregistered Security or coupon shall
become due the payment of the full amount so payable at the
office or offices of all the Paying Agents outside the United
States is illegal or effectively precluded because of the
imposition of exchange controls or other similar restrictions
on the payment of such amount in the United States currency,
then SBC may instruct the Trustee to make such payments at the
office of a Paying Agent located in the United States,
provided that provision for such payment in the United States
would not cause such Unregistered Security to be treated as a
"registration-required obligation" under United States law and
regulations.
<PAGE>
<PAGE> 10

SECTION 2.06   Paying Agent to Hold Money in Trust.

     SBC will require each Paying Agent for any Series of
Securities other than the Trustee to agree in writing that it
will hold all sums held by it for the payment of principal of
and interest on Securities of that Series in trust for the
benefit of the persons entitled thereto until such sums are
paid to such persons or otherwise disposed of as herein
provided, and that the Paying Agent will notify promptly the
Trustee of any default by SBC in making any such payment. 
While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee.  If
SBC acts as Paying Agent, it shall segregate the money held by
it for the payment of principal of and interest on any Series
of Securities and hold such money as a separate trust fund. 
SBC at any time may require a Paying Agent to pay all money
held by it to the Trustee.  Upon so doing the Paying Agent
shall have no further liability for the money so paid.

SECTION 2.07   Securityholder Lists; Ownership of Securities.

     (a)  The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list received by or
furnished to it of the names and addresses of Holders of
Securities.  If the Trustee is not the Registrar or if
Unregistered Securities are outstanding under the Indenture,
SBC shall furnish to the Trustee semiannually on or before the
last day of June and December in each year, and at such other
times as the Trustee may request in writing, a list, in such
form and as of such date as the Trustee may reasonably
require, containing all the information in the possession or
control of the Registrar, any co-Registrar, SBC or any of its
Paying Agents other than the Trustee as to the names and
addresses of Holders of Securities.

     (b)  Ownership of Registered Securities of a Series shall
be proved by the register for such Series kept by the
Registrar.  Ownership of Unregistered Securities may be proved
by the production of such Unregistered Securities or by a
certificate or affidavit executed by the person holding such
Unregistered Securities or by a depository with whom such
Unregistered Securities were deposited, if the certificate or
affidavit is satisfactory to the Trustee.  SBC, the Trustee,
and any agent of SBC may treat the bearer of any Unregistered
Security or coupon and the person in whose name a Registered
Security is registered as the absolute owner thereof for all
purposes.

     (c)  Notwithstanding the foregoing, with respect to any
Global Security, nothing herein shall prevent SBC, the Trustee
or any agent of SBC or the Trustee from giving effect to any
written certification, proxy or other authorization furnished
by a Depository or impair, as between a Depository and holders
of beneficial interests in any Global Security, the operation
of customary practices governing the exercise of the rights of
the Depository as Holder of such Global Security.  None of
SBC, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of
the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
<PAGE>
<PAGE> 11

SECTION 2.08   Registration of Transfer and Exchange.

     (a)  When Registered Securities of a Series are presented
to the Registrar with a request to register their transfer or
to exchange them for an equal principal amount of Registered
Securities of the same Series and of like tenor of other
authorized denominations, the Registrar shall register the
transfer or make the exchange if its customary requirements
for such transactions are met.

     (b)  If both Registered and Unregistered Securities are
authorized for a Series of Securities and the terms of such
Securities permit, Unregistered Securities may be exchanged
for an equal principal amount of Registered or Unregistered
Securities of the same Series and of like tenor in any
authorized denominations upon delivery to the Registrar (or a
Paying Agent, if the exchange is for Unregistered Securities)
of the Unregistered Security with all unmatured coupons and
all matured coupons in default appertaining thereto and if all
other requirements of the Registrar (or such Paying Agent) and
such Securities for such exchange are met.

     Notwithstanding the foregoing, the exchange of
Unregistered Securities for Registered Securities will be
subject to the satisfaction of the provisions of United States
law and regulations in effect at the time of such exchange,
and no exchange will be made until SBC has notified the
Trustee and the Registrar that, as a result of such exchange,
SBC would not suffer adverse consequences under such law or
regulations.

     (c)  To permit registrations of transfers and exchanges,
the Trustee shall authenticate Securities upon surrender of
Securities for registration of transfer or for exchange as
provided in this Section.  SBC will not make any charge for
any registration of transfer or exchange but may require the
payment by the party requesting such registration of transfer
or exchange of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith, but not
for any exchange pursuant to Section 2.12, 3.06 or 9.05.

     (d)  Neither SBC nor the Registrar shall be required (i)
to issue, register the transfer of or exchange Securities of
any Series for the period beginning at the opening of business
15 days immediately preceding the selection of any such
Securities to be redeemed and ending at the close of business
on the day of first publication of the relevant notice of
redemption or, if there is no publication, the mailing of the
relevant notice of redemption, or (ii) to register the
transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the
portion being redeemed of any such Securities selected, called
or being called for redemption in part.

     (e)  Unregistered Securities or any coupons appertaining
thereto shall be transferable by delivery.

     (f)  Notwithstanding the foregoing, any Global Security
shall be exchangeable pursuant to this Section 2.08 for
Securities registered in the names of Persons other than the
Depository for such Security or its nominee only if (i) such
Depository notifies SBC that it is unwilling or unable to
continue as Depository for such Global Security or if at any
time such Depository ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (ii)
SBC executes and delivers to the Trustee an Order that such
Global Security shall be so exchangeable or (iii) there shall
have occurred and be continuing an Event of Default with
respect to the Securities.  Any Global Security 
<PAGE>
<PAGE> 12

that is exchangeable pursuant to the preceding sentence shall
be exchangeable for Securities registered in such names as
such Depository shall direct.

     Notwithstanding any other provision in this Indenture, a
Global Security may not be transferred except as a whole by
the Depository with respect to such Global Security to a
nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository.

     (g)  If at any time the Depository for the Securities of
a Series notifies SBC that it is unwilling or unable to
continue as Depository for the Securities of such Series or if
at any time the Depository for the Securities of such Series
shall no longer be eligible under Section 2.03, SBC shall
appoint a successor Depository with respect to the Securities
of such Series. If a successor Depository for the Securities
of such Series is not appointed by SBC within 90 days after
SBC receives such notice or becomes aware of such
ineligibility, SBC's election pursuant to Section 2.02(15)
shall no longer be effective with respect to the Securities of
such series and SBC will execute, and the Trustee, upon
receipt of the Order for the authentication and delivery of
definitive Securities of such Series, will authenticate and
deliver, Securities of such Series in definitive form in an
aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Series in
exchange for such Global Security or Securities.

     SBC may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or
more Global Securities shall no longer be represented by such
Global Security or Securities.  In such event SBC will
execute, and the Trustee, upon receipt of the Order for the
authentication and delivery of the definitive Securities of
such Series, will authenticate and deliver, Securities of such
Series in definitive form and in an aggregate principal amount
equal to the principal amount of the Global Security or
Securities representing such Series in exchange for such
Global Security or Securities.

     If (a) there shall have occurred and be continuing an
Event of Default (as defined in Section 6.01) or an event
which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default with respect to a Series
of Securities issued in the form of one or more Global
Securities, or (b) if specified by SBC pursuant to
Section 2.02 with respect to a Series of Securities, the
Depository for such Series of Securities may surrender a
Global Security for such Series of Securities in exchange in
whole or in part for Securities of such Series in definitive
form.  Thereupon, SBC shall execute, and the Trustee shall
authenticate and deliver, without service closing charge:

             (i)  to each person specified by such
     Depository a new Security or Securities of the same
     series, of any authorized denomination as requested
     by such person in aggregate principal amount equal
     to and in exchange for such person's beneficial
     interest in the Global Security; and

             (ii)  to such Depository a new Global Security in
     a denomination equal to the difference, if any, between
     the principal amount of the surrendered Global Security
     and the aggregate principal amount of Securities
     delivered to Holders thereof.
<PAGE>
<PAGE> 13

     In any exchange provided for in any of the preceding
three paragraphs, SBC will execute and the Trustee will
authenticate and deliver Securities in definitive registered
form in authorized denominations.

     Upon the exchange of a Global Security for Securities in
definitive form, such Global Security shall be canceled by the
Trustee.  Registered Securities issued in exchange for a
Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall
instruct the Trustee.

SECTION 2.09   Replacement Securities.

     (a)  If a mutilated Security or a Security with a
mutilated coupon appertaining to it is surrendered to the
Trustee, SBC shall issue and the Trustee shall authenticate
and deliver in exchange therefor a replacement Registered
Security, if such surrendered security was a Registered
Security, or a replacement Unregistered Security with coupons
corresponding to the coupons appertaining to the surrendered
Security, if such surrendered Security was an Unregistered
Security, of the same Series and of like tenor, if the
Trustee's requirements are met.

     (b)  If the Holder of a Security claims that the Security
or any coupon appertaining thereto has been lost, destroyed or
wrongfully taken, SBC shall issue (and the Trustee shall
authenticate) a replacement Registered Security of like tenor,
if such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security of like tenor with coupons
corresponding to the coupons appertaining to the lost,
destroyed or wrongfully taken Unregistered Security or the
Unregistered Security to which such lost, destroyed or
wrongfully taken coupon appertains, if such Holder's claim
pertains to an Unregistered Security, of the same Series and
of like tenor, if the Trustee's requirements are met;
provided, however, that the Trustee or SBC may require any
such Holder to provide to the Trustee and SBC security or
indemnity sufficient in the judgment of SBC and the Trustee to
protect SBC, the Trustee, any Agent or any authenticating
agent from any loss which any of them may suffer if a Security
or any coupon appertaining thereto is replaced.  SBC may
charge the party requesting a replacement Security for its
expenses in replacing a Security.

     (c)  Every replacement Security is an additional
obligation of SBC.

     (d)  The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other remedies with
respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.

SECTION 2.10   Outstanding Securities.

     (a)  Securities outstanding at any time are all
Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and
those described in this Section as not outstanding.

     (b)  If a Security is replaced pursuant to Section 2.09,
it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a
bona fide purchaser.
<PAGE>
<PAGE> 14

     (c)  If a Paying Agent (other than SBC) holds on a
redemption date or maturity date money sufficient to pay all
amounts due on Securities of any Series on that date, then on
and after that date all Securities of such Series due on such
date cease to be outstanding and interest on them ceases to
accrue, provided that if the Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee
has been made.  

     (d)  A Security does not cease to be outstanding because
SBC or an Affiliate holds the Security.

     (e)  In determining whether the Holders of the requisite
principal amount of Securities of any Series have concurred in
any direction, waiver or consent, (i) the principal amount of
an Original Issue Discount Security  that shall be deemed to
be outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof
pursuant to Section 6.02 and (ii) the principal amount of a
Security denominated in a foreign currency or currencies shall
be the U.S. dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount
(or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i)
above) of such Security.

SECTION 2.11   Treasury Securities.

     In determining whether the Holders of the requisite
principal amount of Securities of any Series have concurred in
any direction, waiver or consent, Securities of such Series
owned by SBC or an Affiliate shall be disregarded, except that
for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent,
only Securities of such Series which the Trustee knows are so
owned shall be so disregarded.  Securities of such Series
owned by SBC or which have been pledged in good faith may be
considered by the Trustee if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to so act with
respect to such Securities and that the pledgee is not SBC or
an Affiliate.

SECTION 2.12   Temporary Securities.

     (a)  Until definitive Registered Securities of any Series
are ready for delivery, SBC may prepare and execute and the
Trustee shall authenticate temporary Registered Securities of
such Series.  Temporary Registered Securities of any Series
shall be substantially in the form of definitive Registered
Securities of such Series but may have variations that SBC
considers appropriate for temporary Securities.  Every
temporary Registered Security shall be executed by SBC and
authenticated by the Trustee, and registered by the Registrar,
upon the same conditions, and with like effect, as a
definitive Registered Security.  Without unreasonable delay,
SBC shall prepare and the Trustee shall authenticate
definitive Registered Securities of the same Series and of
like tenor in exchange for temporary Registered Securities.

     (b)  Until definitive Unregistered Securities of any
Series are ready for delivery, SBC may prepare and execute and
the Trustee shall authenticate one or more temporary
Unregistered Securities, which may have coupons attached or
which may be in the form of a single temporary global
Unregistered Security of that Series without coupons.  The
temporary Unregistered Security or Securities of any Series
shall be 
<PAGE>
<PAGE> 15

substantially in the form approved by or pursuant to a Board
Resolution and shall be delivered to one of the Paying Agents
located outside the United States or to such other person or
persons as SBC shall direct against such certifications as SBC
may from time to time prescribe.  The temporary Unregistered
Security or Securities of a Series shall be executed by SBC
and authenticated by the Trustee upon the same conditions, and
with like effect, as a definitive Unregistered Security of
such Series, except as provided herein or in the Board
Resolution or supplemental indenture relating thereto.  A
temporary Unregistered Security or Securities shall be
exchangeable for definitive Unregistered Securities of like
tenor at the time and on the conditions, if any, specified in
the temporary Security.

     Upon any exchange of a part of a temporary Unregistered
Security of a Series for definitive Unregistered Securities of
such Series and of like tenor, the temporary Unregistered
Security shall be endorsed by the Trustee or Paying Agent to
reflect the reduction of its principal amount by an amount
equal to the aggregate principal amount of the definitive
Unregistered Securities of such Series and of like tenor so
exchanged and endorsed.

SECTION 2.13   Cancellation.

     SBC at any time may deliver Securities and coupons to the
Trustee for cancellation.  The Registrar and the Paying Agent
shall forward to the Trustee any Securities and coupons
surrendered to them for registration of transfer, for exchange
or for payment.  The Trustee shall cancel all Securities and
coupons surrendered for registration of transfer, exchange,
payment or cancellation and may dispose of cancelled
Securities and coupons as SBC directs; provided, however, that
any Unregistered Securities of a Series delivered to the
Trustee for exchange prior to maturity shall be retained by
the Trustee for reissue as provided herein or in the
Securities of such Series.  SBC may not issue new Securities
to replace Securities that it has paid or delivered to the
Trustee for cancellation, provided that the Trustee shall not
be required to destroy cancelled Securities but may be
required to deliver such Securities to SBC upon demand.

SECTION 2.14  Defaulted Interest.

     If SBC defaults on a payment of interest on a Series of
Securities, SBC shall pay the defaulted interest as provided
in such Securities or in any other lawful manner not
inconsistent with the requirements of any securities exchange
on which such Securities may be listed and acceptable to the
Trustee.  With respect to Registered Securities, the Trustee
may pay the defaulted interest, plus any interest payable on
the defaulted interest, to the Holders of such Registered
Securities on a subsequent special record date.  SBC shall fix
the record date and the payment date.  At least 15 days before
the record date SBC shall mail to such Holders a notice that
states the record date, the payment date and the amount of
interest to be paid.

SECTION 2.15  CUSIP Numbers.

     SBC in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities,
and 
<PAGE>
<PAGE> 16

any such redemption shall not be affected by any defect in or
omission of such numbers.


                           ARTICLE 3

                          REDEMPTION

SECTION 3.01   Notice to Trustee.

     SBC may, with respect to any Series of Securities,
reserve the right to redeem and pay such Series of Securities
or any part thereof, or may covenant to redeem and pay the
Series of Securities or any part thereof, before maturity at
such time and on such terms as provided for in such
Securities.  If a Series of Securities is redeemable and SBC
wants or is obligated to redeem all or part of the Series of
Securities pursuant to the terms of such Securities, it shall
notify the Trustee of the redemption date and the principal
amount of the Series of Securities to be redeemed.  SBC shall
give such notice at least 75 days before the redemption date
(or such shorter notice as may be acceptable to the Trustee).

SECTION 3.02   Selection of Securities to be Redeemed.

     If less than all the Securities of a Series are to be
redeemed, the Trustee, not more than 75 days prior to the
redemption date, shall select the Securities of the Series to
be redeemed pro rata or by lot or in such other manner as the
Trustee shall deem fair and appropriate.  The Trustee shall
make the selection from Securities of the Series that are
outstanding and that have not previously been called for
redemption.  Securities of the Series and portions of them
selected by the Trustee shall be in amounts of $1,000 or
integral multiples of $1,000 or, with respect to Securities of
any Series issuable in other denominations pursuant to Section
2.02(a)(8), in amounts equal to the minimum principal
denomination for each such Series and integral multiples
thereof.  Provisions of this Indenture that apply to
Securities of that Series called for redemption also apply to
portions of Securities of that Series called for redemption. 
The Trustee shall promptly notify SBC in writing of the
Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal
amount thereof to be redeemed.

SECTION 3.03  Notice of Redemption.

     (a)  At least 30 days but not more than 60 days before a
redemption date, SBC shall mail a notice of redemption by
first-class mail to each Holder of Registered Securities that
are to be redeemed.

     (b)  If Unregistered Securities are to be redeemed,
notice of redemption shall be published in an Authorized
Newspaper in each of The City of New York, London and, if such
Securities to be redeemed are listed on the Luxembourg Stock
Exchange, Luxembourg twice in different calendar weeks, the
first publication to be not less than 30 nor more than 60 days
before the redemption date.

     (c)  All notices shall identify the Series of Securities
to be redeemed and shall state:

             (1)  the redemption date;

             (2)  the redemption price;
<PAGE>
<PAGE> 17


             (3)  if less than all the outstanding Securities
     of a Series are to be redeemed, the identification (and,
     in the case of partial redemption, the principal amounts)
     of the particular Securities to be redeemed;

             (4)  the name and address of the Paying Agent;

             (5)  that Securities of the Series called for
     redemption and all unmatured coupons, if any,
     appertaining thereto must be surrendered to the Paying
     Agent to collect the redemption price; and

             (6)  that interest on Securities of the Series
     called for redemption ceases to accrue on and after the
     redemption date.

     At SBC's request, the Trustee shall give the notice of
redemption in SBC's name and at its expense.

SECTION 3.04   Effect of Notice of Redemption.

     Once notice of redemption is mailed or published,
Securities of a Series called for redemption become due and
payable on the redemption date at the redemption price.  Upon
surrender to the Paying Agent of such Securities together with
all unmatured coupons, if any, appertaining thereto, such
Securities shall be paid at the redemption price plus accrued
interest to the redemption date, but installments of interest
due on or prior to the redemption date will be payable, in the
case of Unregistered Securities, to the bearers of the coupons
for such interest upon surrender thereof and, in the case of
Registered Securities, to the Holders of such Securities of
record at the close of business on the relevant record dates.

SECTION 3.05   Deposit of Redemption Price.

     On or before the redemption date, SBC shall deposit with
the Trustee money sufficient to pay the redemption price of
and (unless the redemption date shall be an interest payment
date) interest accrued to the redemption date on all
Securities to be redeemed on that date.

SECTION 3.06   Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part,
SBC shall issue and the Trustee shall authenticate for the
Holder of that Security a new Security or Securities of the
same Series and like tenor and the same form in authorized
denominations equal in aggregate principal amount to the
unredeemed portion of the Security surrendered.  If a Global
Security is so surrendered, such new Security so issued shall
be a new Global Security.

                           ARTICLE 4

                           COVENANTS

SECTION 4.01   Payment of Securities.

     SBC shall pay or cause to be paid the principal of and
interest on the Securities on the dates and in the manner
provided herein and in the Securities.

     SBC shall pay interest on overdue principal of a Security
of any Series at the rate of interest (or, in the case of
Original Issue 
<PAGE>
<PAGE> 18

Discount Securities, Yield to Maturity) borne by the
Securities of that Series, and, to the extent lawful, it shall
pay interest on overdue installments of interest at the same
rate.

SECTION 4.02   Reports by SBC.

     SBC agrees:

     (a)  to file with the Trustee, within 15 days after SBC
is required to file the same with the SEC, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as
the SEC may from time to time by rules and regulations
prescribe) which SBC may be required to file with the SEC
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934, as amended; or, if SBC is not required
to file information, documents or reports pursuant to either
of such sections, then to file with the Trustee and the SEC,
in accordance with rules and regulations prescribed from time
to time by the SEC, such of the supplementary and periodic
information, documents and reports which may be required
pursuant to section 13 of the Securities Exchange Act of 1934,
as amended, in respect of a security listed and registered on
a national securities exchange as may be prescribed from time
to time in such rules and regulations;

     (b)  to file with the Trustee and the SEC, in accordance
with the rules and regulations prescribed from time to time by
the SEC, such additional information, documents, and reports
with respect to compliance by SBC with the conditions and
covenants provided for in this Indenture as may be required
from time to time by such rules and regulations; and

     (c)  to transmit by mail to all Holders of Registered
Securities, as the names and addresses of such Holders appear
on the register for each Series of Securities, to such Holders
of Unregistered Securities as have, within the two years
preceding such transmission, filed their names and addresses
with the Trustee for that purpose and to all Holders of
Securities whose names and addresses have been furnished to
the Trustee pursuant to Section 2.07, within 30 days after the
filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the
Corporation pursuant to subsections (a) and (b) of this
Section 4.02 as may be required by rules and regulations
prescribed from time to time by the SEC.
<PAGE>
<PAGE> 19

SECTION 4.03  Statement as to Compliance.

     SBC will deliver to the Trustee annually, commencing [no
more than one year after closing] [date], a certificate, from
its principal executive officer, principal financial officer
or principal accounting officer, stating whether or not to the
best knowledge of the signer thereof the Company is in
compliance (without regard to periods of grace or notice
requirements) with all conditions and covenants under this
Indenture, and if SBC shall not be in compliance, specifying
such non-compliance and the nature and status thereof of which
such signer may have knowledge.

SECTION 4.04  Calculation of Original Issue Discount.

     SBC shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of
original issue discount (including daily rates and accrual
periods) accrued on outstanding Securities as of the end of
such year.


                           ARTICLE 5

                          SUCCESSORS


SECTION 5.01   When SBC May Merge, etc.

      SBC may not consolidate with, or merge into, or be
merged into, or transfer or lease its properties and assets
substantially as an entirety to, any person, unless the person
is a corporation organized under the laws of the United
States, any State thereof or the District of Columbia, the
person assumes by supplemental indenture all the obligations
of SBC under this Indenture and the Securities and any coupons
appertaining thereto, shall have provided for conversion or
exchange rights in accordance with the terms of any Securities
contemplating conversion or exchange pursuant to
Section 2.01(a)(14), and, after giving effect thereto, no
Default or Event of Default shall have occurred and be
continuing.  The surviving, transferee or lessee corporation
shall be the successor to SBC and SBC, except in the case of a
lease, shall be relieved of all obligations under this
Indenture and the Securities.


                           ARTICLE 6

                     DEFAULTS AND REMEDIES

SECTIONS 6.01   Events of Default.

     An "Event of Default" occurs with respect to the
Securities of any Series if:

     (1)  SBC defaults in the payment of interest on any
Security of that Series when the same becomes due and payable
and the Default continues for a period of 90 days;

     (2)  SBC defaults in the payment of the principal of any
Security of that Series when the same becomes due and payable
at maturity, upon redemption or otherwise;
<PAGE>
<PAGE> 20

     (3)  SBC fails to comply with any of its other agreements
in the Securities of that Series, or in any supplemental
indenture under which the Securities of that Series may have
been issued or in the Indenture (other than an agreement
included solely for the benefit of Series of Securities other
than that Series) and the Default continues for the period and
after the notice specified below;

     (4)  SBC pursuant to or within the meaning of any
Bankruptcy Law:

             (A)  commences a voluntary case,

             (B)  consents to the entry of an order for relief
     against it in an involuntary case,

             (C)  consents to the appointment of a Custodian of
     it or for all or substantially all of its property, or

             (D)  makes a general assignment for the benefit of
     its creditors; or

     (5)  a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

             (A)  is for relief against SBC in an involuntary
     case,

             (B)  appoints a Custodian of SBC or for all or
     substantially all of its property, or

             (C)  orders the liquidation of SBC, and the order
     or decree remains unstayed and in effect for 60 days.

     The term "Bankruptcy Law" means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors. 
The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

     A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal
amount of all the outstanding Securities of that Series notify
SBC (and the Trustee in the case of notification by such
Holders) of the Default and SBC does not cure the Default
within 90 days after receipt of the notice.  The notice must
specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default".

     Upon receipt by the Trustee of any Notice of Default
pursuant to this Section 6.01 with respect to Securities of a
Series all or part of which is represented by a Global
Security, a record date shall be established for determining
Holders of outstanding Securities of such Series entitled to
join in such Notice of Default, which record date shall be at
the close of business on the day the Trustee receives such
Notice of Default.  The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be
entitled to join in such Notice of Default, whether or not
such Holders remain Holders after such record date; provided,
that unless Holders of at least 10% in principal amount of the
outstanding Securities of such Series, or their proxies, shall
have joined in such Notice of Default prior to the day which
is 90 days after such record date, such Notice of Default
shall automatically and without further action by any Holder
be canceled and of no further effect.  Nothing in this
paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new Notice
of Default identical to a Notice of Default which 
<PAGE>
<PAGE> 21

has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.01.

SECTION 6.02   Acceleration.

     If an Event of Default occurs with respect to the
Securities of any Series and is continuing, the Trustee, by
notice to SBC, or the Holders of at least 25% in principal
amount of all of the outstanding Securities of that Series, by
notice to SBC and the Trustee, may declare the principal (or,
if any of the Securities of that Series are Original Issue
Discount Securities, such portion of the principal amount of
such Securities as may be specified in the terms thereof) of,
and any accrued interest on, all the Securities of that Series
to be due and payable.  Upon such declaration, such principal
(or, in the case of Original Issue Discount Securities, such
specified amount) and any accrued interest shall be due and
payable immediately.  The Holders of a majority in principal
amount of all of the Securities of that Series, by notice to
SBC and the Trustee, may rescind such acceleration and its
consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or
interest that have become due solely because of the
acceleration.

     Upon receipt by the Trustee of any declaration of
acceleration, or rescission thereof, with respect to
Securities of a Series all or part of which is represented by
a Global Security, the Trustee shall establish a record date
for determining Holders of outstanding Securities of such
Series entitled to join in such declaration of acceleration,
or rescission, as the case may be, which record date shall be
at the close of business on the date the Trustee receives such
declaration of acceleration, or rescission, as the case may
be.  The Holders on such record date, or their duly designated
proxies, and only such persons, shall be entitled to join in
such declaration of acceleration, or rescission, as the case
may be, whether or not such Holders remain Holders after such
record date; provided, that unless such declaration of
acceleration, or rescission, as the case may be, shall have
become effective by virtue of the requisite percentage having
been obtained prior to the day which is 90 days after such
record date, such declaration of acceleration, or rescission,
as the case may be, shall automatically and without further
action by any Holder be canceled and of no further effect. 
Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day
period, a new declaration of acceleration, or rescission
thereof, as the case may be, that is identical to a
declaration of acceleration, or rescission thereof, which has
been canceled pursuant to the proviso to the preceding
sentence, in which even a new record date shall be established
pursuant to the provisions of this Section 6.02.

SECTION 6.03   Other Remedies Available to Trustee.

     (a)  If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment
of principal of and interest on the Securities of the Series
that is in Default or to enforce the performance of any
provision of the Securities of that Series or this Indenture.

     (b)  The Trustee may maintain a proceeding even if it
does not possess any of the Securities or does not produce any
of them in the proceeding.  A delay or omission by the Trustee
or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall 
<PAGE>
<PAGE> 22

not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default.  To the extent permitted
by law no remedy is exclusive of any other remedy and all
available remedies are cumulative.

SECTION 6.04   Waiver of Existing Defaults.

     The Holders of a majority in principal amount of any
Series of Securities by notice to the Trustee may waive an
existing Default with respect to that Series and its
consequences except a Default in the payment of principal of
or interest on any Security.

     SBC may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive
any past default hereunder.  If a record date is fixed, the
Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to waive any default
hereunder, whether or not such Holders remain Holders after
such record date; provided, that unless such majority in
principal amount shall have waived such default prior to the
date which is 90 days after such record date, any such waiver
previously given shall automatically and without further
action by any Holder be canceled and of no further effect.

SECTION 6.05   Control by Majority.

     The Holders of a majority in principal amount of the
Securities of each Series affected (with each such Series
voting as a class) may direct the time, method and place of
conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it with
respect to Securities of that Series.  However, the Trustee
may refuse to follow any direction that conflicts with law or
this Indenture or that is unduly prejudicial to the rights of
the Securityholders of that Series.

     Upon receipt by the Trustee of any such direction with
respect to Securities of a Series all or part of which is
represented by a Global Security, the Trustee shall establish
a record date for determining Holders of outstanding
Securities of such Series entitled to join in such direction,
which record date shall be at the close of business on the day
the Trustee receives such direction.  The Holders on such
record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such direction, whether
or not such Holders remain Holders after such record date;
provided, that unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after
such record date, such direction shall automatically and
without further action by any Holder be canceled and of no
further effect.  Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration
of such 90-day period, a new direction identical to a
direction which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall
be established pursuant to the provisions of this
Section 6.05.

SECTION 6.06   Limitation on Suits by Securityholders.

     A Securityholder may pursue a remedy with respect to this
Indenture or the Securities of any Series only if:

     (1)  the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to Securities of that
Series;
<PAGE>
<PAGE> 23

     (2)  the Holders of at least 25% in principal amount of
the Securities of that Series make a written request to the
Trustee to pursue the remedy;

     (3)  such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against any loss,
liability or expense to be, or which may be, incurred by the
Trustee in pursuing the remedy;

     (4)  the Trustee does not comply with the request within
60 days after receipt of the request and the offer of
indemnity; and

     (5)  during such 60-day period, the Holders of a majority
in principal amount of the Securities of that Series do not
give the Trustee a direction inconsistent with the request.

     A Securityholder of any Series may not use this Indenture
to prejudice the rights of another Securityholder of that
Series or any other Series or to obtain a preference or
priority over another Securityholder of that Series or any
other Series.

SECTION 6.07   Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security to receive payment of
principal of and (subject to Section 2.14) interest on the
Security (whether at maturity or upon redemption), on or after
the respective due dates expressed in the Security, the right
of any Holder of a Security of a Series the terms of which
provide for conversion or exchange as contemplated in
Section 2.01(a)(14) to have the Security be converted or
exchanged as so provided, and the right of any Holder of a
coupon to receive payment of (subject to Section 2.14)
interest due as provided in such coupon, or to bring suit for
the enforcement of any such payment on or after such
respective dates or any such conversion or exchange right,
shall not be impaired or affected without the consent of such
Holder.

SECTION 6.08   Collection Suits by Trustee.

     If an Event of Default specified in Section 6.01(1) or
(2) occurs with respect to Securities of any Series and is
continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against SBC for the whole
amount of the principal of and interest on Securities of that
Series remaining unpaid.

SECTION 6.09   Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable, and take
any and all actions authorized under the TIA, in order to have
the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relating to SBC (or any other obligor
upon the Securities), its creditors or its property.

SECTION 6.10   Priorities.

     If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order:

     FIRST:  to the Trustee for amounts due under Section
7.07;

     SECOND:  to Holders of Securities in respect of which or
for the benefit of which such money has been collected for
amounts due and 
<PAGE>
<PAGE> 24

unpaid on such Securities for principal and interest, ratably,
without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and
interest, respectively; and

     THIRD:  to SBC.

     The Trustee may fix a record date (with respect to
Registered Securities) and payment date for any such payment
to Holders of Securities.

SECTION 6.11   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable attorneys' fees,
against any party litigant in the suit, in the manner and to
the extent provided in the TIA.  This Section does not apply
to a suit by SBC, the Trustee, a Holder pursuant to Section
6.07, or a Holder or Holders of more than 10% in principal
amount of the Securities of any Series.


                           ARTICLE 7

                            TRUSTEE

SECTION 7.01   Duties of Trustee.

     (a) The duties and responsibilities of the Trustee shall
be as provided by the TIA.  If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of
its rights and powers under this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct
of his own affairs.

     (b)  Except during the continuance of an Event of
Default:

             (1)  Subject to the provisions of the TIA, the
     Trustee need perform only those duties that are
     specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this
     Indenture against the Trustee.

             (2)  In the absence of bad faith on its part, the
     Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed
     therein, upon certificates or opinions furnished to the
     Trustee and conforming to the requirements of this
     Indenture.  However, the Trustee shall examine the
     certificates and opinions to determine whether or not
     they conform to the requirements of this Indenture (but
     need not confirm or investigate the accuracy of
     mathematical calculations or other facts stated therein).

     (c)  The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:

             (1)  This paragraph does not limit the effect of
     paragraph (b) of this Section.
<PAGE>
<PAGE> 25

             (2)  The Trustee shall not be liable for any error
     of judgment made in good faith by a Responsible Officer,
     unless it is proved that the Trustee was negligent in
     ascertaining the pertinent facts.

             (3)  The Trustee shall not be liable with respect
     to any action it takes or omits to take in good faith in
     accordance with a direction received by it pursuant to
     Section 6.05.

     (d)  Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and
(c) of this Section.

     (e)  The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree with SBC. 
Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

     (g)  Except as expressly provided herein, no provision of
this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably
assured to it.

SECTION 7.02   Rights of Trustee.

     (a)  The Trustee may rely on any document believed by it
to be genuine and to have been signed or presented by the
proper person.  The Trustee need not investigate any fact or
matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it
may consult with counsel of its selection after consultation
with SBC or require an Officers' Certificate or an Opinion of
Counsel.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on a Board
Resolution, an Officers' Certificate, an Opinion of Counsel or
the advice of counsel selected in consultation with SBC. 

     (c)  The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent
appointed with due care.

     (d)  The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

     (e)  The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at
the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in
compliance with such request or direction.
<PAGE>
<PAGE> 26

SECTION 7.03   Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise
deal with SBC or an Affiliate with the same rights it would
have if it were not Trustee.  Any Agent may do the same with
like rights.  However, the Trustee is subject to Sections 7.10
and 7.11.

SECTION 7.04   Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, shall not be
accountable for SBC's use of the proceeds from the Securities
and shall not be responsible for any statement in the
Securities other than its certificate of authentication.

SECTION 7.05   Notice of Defaults.

     If a Default occurs and is continuing with respect to the
Securities of any Series and if it is known to the Trustee,
the Trustee shall mail to each Holder of a Security of that
Series entitled to receive reports pursuant to Section 4.02(c)
(and, if Unregistered Securities of that Series are
outstanding, shall cause to be published at least once in an
Authorized Newspaper in each of The City of New York, London
and, if Securities of that Series are listed on the Luxembourg
Stock Exchange, Luxembourg) notice of the Default as and to
the extent provided by the TIA.  Except in the case of a
Default in payment on the Securities of any Series, the
Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that
withholding such notice is in the interests of Securityholders
of that Series.

SECTION 7.06   Reports by Trustee to Holders.

     (a)  Within 60 days after each anniversary date of the
first issue of a Series of Securities, the Trustee shall mail
to each Securityholder of that Series entitled to receive
reports pursuant to Section 4.02(c) a brief report, dated as
of such date, that complies with TIA Section 313(a).  The
Trustee also shall comply with TIA Section 313(b)(2).

     (b)  At the time that it mails such a report to
Securityholders of any Series, the Trustee shall file a copy
of that report with the SEC and with each stock exchange on
which the Securities of that Series are listed.  SBC shall
provide written notice to the Trustee when the Securities of
any Series are listed on any stock exchange.

SECTION 7.07   Compensation and Indemnity.

     (a)  SBC shall pay to the Trustee from time to time such
compensation as SBC and the Trustee shall from time to time
agree in writing for all services rendered by the Trustee
hereunder.  The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust.  SBC
shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred by it in connection with the
performance of its duties under this Indenture.  Such expenses
shall include the reasonable compensation and out-of-pocket
expenses of the Trustee's agents and counsel.

     (b)  SBC shall indemnify each of the Trustee or any
successor Trustee for, and hold the Trustee harmless against,
any and all loss, damage, claims, liability or expense,
including taxes (other than taxes 
<PAGE>
<PAGE> 27

based upon, measured by or determined by the income of the
Trustee), arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including
the reasonable costs and expenses of defending itself against
any claim or liability in connection with the exercise or
performance of any of the Trustee's powers or duties
hereunder, except to the extent that such loss, damage, claim,
liability or expense is due to the Trustee's own negligence or
bad faith.  The Trustee shall notify SBC promptly of any claim
for which it may seek indemnity.  SBC shall defend the claim
and the Trustee shall cooperate in the defense.  The Trustee
may have separate counsel and SBC shall pay the reasonable
fees and expenses of such counsel.  SBC need not pay for any
settlement made without its consent.

     (c)  SBC need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through
its negligence or bad faith.

     (d)  To secure the payment obligations of SBC pursuant to
this Section, the Trustee shall have a lien prior to the
Securities of any Series on all money or property held or
collected by the Trustee, except that held in trust to pay
principal of and interest on particular Securities of a
Series.

     (e)  If the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(4) or (5)
occurs, such expenses and the compensation for such services
are intended to constitute expenses of administration under
any Bankruptcy Law.

     (f)  The provisions of this Section 7.07 shall survive
termination of this Indenture and the resignation or removal
of the Trustee.

SECTION 7.08   Replacement of Trustee.

     (a)  The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as
provided in this Section.

     (b)  The Trustee may resign with respect to the
Securities of any Series by so notifying SBC.  The Holders of
a majority in principal amount of the Securities of any Series
may remove the Trustee with respect to that Series by so
notifying the Trustee and SBC.  SBC may remove the Trustee
with respect to Securities of any Series if:

             (1)  the Trustee fails to comply with
Section 7.10;

             (2)  the Trustee is adjudged a bankrupt or an
insolvent;

             (3)  a receiver or public officer takes charge of
     the Trustee or its property; or

             (4)  the Trustee becomes incapable of acting.

     (c)  If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason with respect to
Securities of any Series, SBC shall promptly appoint a
successor Trustee for such Series.  Within one year after a
successor Trustee with respect to the Securities of any Series
takes office the Holders of a majority in principal amount of
Securities of that Series may appoint a successor Trustee with
respect to the Securities of that Series to replace the
successor Trustee appointed by SBC.
<PAGE>
<PAGE> 28

     (d)  If a successor Trustee with respect to the
Securities of any Series does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring
Trustee, SBC or the Holders of at least 10% in principal
amount of the Securities of the applicable Series may petition
any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such
Series.

     (e)  If the Trustee with respect to the Securities of any
Series fails to comply with Section 7.10, any Securityholder
of the applicable Series may petition any court of competent
jurisdiction for the removal of such Trustee and the
appointment of a successor Trustee.

     (f)  A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and SBC. 
Thereupon, the resignation or removal of the retiring Trustee
for any Series of Securities shall become effective, and the
successor Trustee shall have all the rights, powers and duties
of the retiring Trustee with respect to all Series of
Securities for which the successor Trustee is to be acting as
Trustee under this Indenture.  The retiring Trustee shall
promptly transfer all property held by it as Trustee with
respect to such Series of Securities to the successor Trustee
subject to the lien provided for in Section 7.07.  SBC shall
give notice of each appointment of a successor Trustee for any
Series of Securities by mailing written notice of such event
by first-class mail to the Holders of Securities of such
Series entitled to receive reports pursuant to Section 4.03(c)
and, if any Unregistered Securities are outstanding, by
publishing notice of such event once in an Authorized
Newspaper in each of The City of New York, London, and, if
Securities of that Series are listed on the Luxembourg Stock
Exchange, Luxembourg.

     (g)  All provisions of this Section 7.08 except
subparagraphs (b)(1), (e) and (h) and the words "subject to
the lien provided for in Section 7.07" in subparagraph (f)
shall apply also to any Paying Agent located outside the
United States and its possessions and required by
Section 2.04.

     (h)  In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) Series, SBC, the retiring Trustee and such successor
Trustee shall execute and deliver a supplemental indenture
wherein such successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest
in, such successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities
of that or those Series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or
those Series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such
Trustee.
<PAGE>
<PAGE> 29

SECTION 7.09   Successor Trustee, Agents by Merger, etc.

     If the Trustee or any Agent consolidates with, merges or
converts into, or transfers all or substantially all of its
corporate trust business assets to, another corporation, the
successor corporation, without any further act, shall be the
successor Trustee or Agent, as the case may be.

SECTION 7.10   Eligibility; Disqualification.

     This Indenture shall always have a Trustee with respect
to each Series of Securities which satisfies the requirements
of TIA Section 310(a)(1).  The Trustee shall always have a
combined capital and surplus of at least $100,000,000, as set
forth in its most recent published annual report of condition. 
If the Trustee has or shall acquire a conflicting interest
within the meaning of the TIA, the Trustee shall either
eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the TIA
and this Indenture.  To the extent permitted by the TIA, the
Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to
Securities of more than one Series or a trustee under all
indentures now or hereafter existing pursuant to which
indenture securities have been issued on which SBC is an
obligor and which may be excluded under the proviso of TIA
Section 310(b)(1).

SECTION 7.11   Preferential Collection of Claims Against SBC.

     If and when the Trustee shall be or become a creditor of
SBC (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the TIA regarding the
collection of claims against SBC (or any such other obligor).


                           ARTICLE 8

                    DISCHARGE OF INDENTURE

SECTION 8.01   Termination of SBC's Obligations.

     (a)  SBC reserves the right to terminate all of its
obligations under (i) this Indenture and the Securities, or
(ii) the Securities of any Series if SBC irrevocably deposits
in trust with the Trustee money or U.S. Government Obligations
sufficient to pay, when due, the principal of and any interest
on all the Securities or all the Securities of that Series, as
the case may be, to maturity or redemption and if all other
conditions set forth in the Securities of that Series are met. 
However, SBC's obligations in Sections 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.15, 4.01, 7.07, 7.08, 8.03 and 8.04 shall
survive until the Securities are no longer outstanding. 
Thereafter SBC's obligations in Sections 7.07, 8.03 and 8.04
shall survive.  Unless otherwise provided in the terms of
Securities of a Series that are convertible or exchangeable as
contemplated in Section 2.01(a)(14), SBC shall not be entitled
to terminate its obligations under the Securities of that
Series pursuant to this Section 8.01.

     (b)  Before or after a deposit SBC may make arrangements
satisfactory to the Trustee for the redemption of Securities
at a future date in accordance with Article 3.

     (c)  After a deposit by SBC in accordance with this
Section in respect of the Securities of a Series, the Trustee
upon request shall 
<PAGE>
<PAGE> 30

acknowledge in writing the discharge of SBC's obligations
under the Securities of the Series in respect of which the
deposit has been made and this Indenture with respect to the
Securities of that Series except for those surviving
obligations specified above.

     (d)  In order to have money available on a payment date
to pay principal of and interest on the Securities of any
Series, the U.S. Government Obligations shall be payable as to
principal or interest on or before such payment date in such
amounts as will provide the necessary money.

     (e)  "U.S. Government Obligations" means:

             (i)  direct obligations of the United States
     of America for the payment of which the full faith
     and credit of the United States of America are
     pledged; or

             (ii)  obligations of a person controlled or
     supervised by and acting as an agency or
     instrumentality of the United States of America
     pursuant to authority granted by the Congress of the
     United States of America the payment of which is
     unconditionally guaranteed as a full faith and
     credit obligation by the United States of America; 

provided, however, that U.S. Government Obligations shall not
be callable at the issuer's option.

SECTION 8.02   Application of Trust Money.

     The Trustee shall hold in trust all money or U.S.
Government Obligations deposited with it pursuant to
Section 8.01.  It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying
Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities of each Series in
respect of which the deposit shall have been made.

SECTION 8.03   Repayment to SBC.

     (a)  The Trustee and the Paying Agent shall promptly pay
to SBC upon request any excess money or securities held by
them at any time.

     (b)  The Trustee and the Paying Agent shall pay to SBC
upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years
after such principal or interest became due.  After payment to
SBC, Securityholders entitled to the money must look to SBC
for payment as general creditors unless an applicable
abandoned property law designates another person.

SECTION 8.04   Indemnity for Government Obligations.

     SBC shall pay and shall indemnify the Trustee and each
Securityholder of each Series in respect of which the deposit
shall have been made against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such
obligations.
<PAGE>
<PAGE> 31


                           ARTICLE 9

                    AMENDMENTS AND WAIVERS

SECTION 9.01   Without Consent of Holders.

     SBC and the Trustee may enter into one or more
supplemental indentures without consent of any Securityholder
for any of the following purposes:

     (1)  to cure any ambiguity, defect or inconsistency
herein or in the Securities of any Series;

     (2)  to provide for the issuance of and establish the
form and terms and conditions of Securities of any Series as
provided in Section 2.02, and to establish the form of any
certifications required to be furnished pursuant to the terms
of this Indenture or any Series of Securities;

     (3)  to secure the Securities pursuant to Section 4.02;

     (4)  to comply with Section 5.01 or 5.02;

     (5)  to provide for uncertificated Securities in addition
to or in place of certificated Securities;

     (6)  to add to the rights of the Holders of any Series of
Securities or to surrender any right or power herein conferred
on SBC;

     (7)  to make provision with respect to the conversion or
exchange rights of Holders pursuant to the requirements of the
terms of Securities of a Series that is convertible or
exchangeable as contemplated in Section 2.01(a)(14); or 

     (8)  to make any change that does not adversely affect
the rights of any Securityholder.

SECTION 9.02   With Consent of Holders.

     (a)  With the written consent of the Holders of a
majority in principal amount of the outstanding Securities of
each Series affected by such supplemental indenture (with each
Series voting as a class), SBC and the Trustee may enter into
a supplemental indenture to add any provisions to or to change
or eliminate any provisions of this Indenture or of any
supplemental indenture or to modify, in each case in any
manner not covered by Section 9.01, the rights of the
Securityholders of each such Series.  The Holders of a
majority in principal amount of the outstanding Securities of
each Series affected by such waiver (with each Series voting
as a class), by notice to the Trustee, may waive compliance by
SBC with any provision of this Indenture, any supplemental
indenture or the Securities of any such Series except a
Default in the payment of the principal of or interest on a
Security.  However, without the consent of each Securityholder
affected, an amendment or waiver may not:

             (1)  reduce the amount of Securities whose Holders
     must consent to an amendment or waiver;

             (2)  reduce the rate of or change the time for
     payment of interest on any Security;
<PAGE>
<PAGE> 32


             (3)  reduce the principal of or change the fixed
     maturity of any Security;

             (4)  waive a Default in the payment of the
     principal of or interest on any Security;

             (5)  make any Security payable in currency other
     than that stated in the Security;

             (6)  adversely affect the right to convert or
     exchange, as provided in the terms thereof, any Security
     that is convertible or exchangeable as contemplated in
     Section 2.01(a)(14); or

             (7)  make any change in Section 6.04, 6.07 or
     9.02(a) (third sentence).

     (b)  SBC may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to
consent to any indenture supplemental hereto.  If a record
date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that
unless such consent shall have become effective by virtue of
the requisite percentage having been obtained prior to the
date which is 90 days after such record date, any such consent
previously given shall automatically and without further
action by any Holder be canceled and of no further effect.

     (c)  It is not necessary under this Section 9.02 for the
Securityholders to consent to the particular form of any
proposed supplemental indenture, but it is sufficient if they
consent to the substance thereof.

     (d)  Promptly after the execution by SBC and the Trustee
of any supplemental indenture pursuant to the provisions of
this Section 9.02, SBC shall transmit by mail a notice,
setting forth in general terms the substance of such
supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear
on the register for each Series of Securities, and to such
Holders of Unregistered Securities as are entitled to receive
reports pursuant to Section 4.02(c).  Any failure of SBC to
mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such
supplemental indenture.

SECTION 9.03   Compliance with Trust Indenture Act.

     Every amendment to this Indenture or the Securities of
one or more Series shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.

SECTION 9.04   Revocation and Effect of Consents.

     Until an amendment or waiver becomes effective, a consent
to it by a Holder of a Security is a continuing consent by the
Holder and every subsequent Holder of a Security or portion of
a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made
on any Security.  However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of
a Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. 
After an amendment 
<PAGE>
<PAGE> 33

or waiver becomes effective, it shall bind every
Securityholder of each Series affected by such amendment or
waiver.

SECTION 9.05   Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter
authenticated.  SBC in exchange for Securities of that Series
may issue and the Trustee shall authenticate new Securities of
that Series that reflect the amendment or waiver.

SECTION 9.06   Trustee Protected.

     The Trustee need not sign any supplemental indenture that
is reasonably likely to adversely affect its rights.

SECTION 9.07  Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or
the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.


                          ARTICLE 10

                         MISCELLANEOUS

SECTION 10.01   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or
conflicts with another provision of the TIA that is required
under the TIA to be a part of and govern this Indenture, the
latter provision shall control.  If any provision of this
Indenture modifies or excludes any provision of the TIA which
may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 10.02   Notices.

     (a)  Any notice or communication by SBC or the Trustee to
the other is duly given if in writing and delivered in person
or mailed by first-class mail:

          if to SBC to:

               Southwestern Bell Corporation
               175 E. Houston Street
               San Antonio, Texas 78205-4105

               Attention:  Assistant Treasurer-
                           Corporate Finance

          if to the Trustee to:

               The Bank of New York
               101 Barclay Street
               Floor 21 West
               New York, New York  10286
<PAGE>
<PAGE> 34

               Attention:  Corporate Trust Administration     

     (b)  SBC or the Trustee by notice to the other may
designate additional or different addresses for subsequent
notices or communications.

     (c)  Any notice or communication to Holders of Securities
entitled to receive reports pursuant to Section 4.02(c) shall
be mailed by first-class mail to the addresses for Holders of
Registered Securities shown on the register kept by the
Registrar and to addresses filed with the Trustee for other
Holders.  Failure to so mail a notice or communication or any
defect in such notice or communication shall not affect its
sufficiency with respect to other Holders of Securities of
that or any other Series entitled to receive notice.

     (d)  If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given,
whether or not the addressee receives it.

     (e)  If SBC mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and to
each Agent at the same time.

     (f)  If it shall be impractical in the opinion of the
Trustee or SBC to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient
publication of such notice.

     (g)  All other notices or communications will be in
writing.

     (h)  All notices or other communications given to the
Trustee shall be effective when actually received by the
Trustee.

SECTION 10.03   Communication by Holders with Other Holders.

     The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the TIA.

SECTION 10.04   Certificate and Opinion as to Conditions
Precedent.

     Upon any request or application by SBC to the Trustee to
take any action under this Indenture, SBC shall furnish to the
Trustee:

     (1)  an Officers' Certificate stating that, in the
opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action
have been complied with; and

     (2)  an Opinion of Counsel stating that, in the opinion
of such counsel, all such conditions precedent have been
complied with.

SECTION 10.05   Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
shall comply with the requirements of the TIA and shall
include:

     (1)  a statement that the person making such certificate
or opinion has read such covenant or condition and related
definitions;
<PAGE>
<PAGE> 35

     (2)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

     (3)  a statement that, in the opinion of such person, he
has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

     (4)  a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied
with.

SECTION 10.06   Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series.  The Paying
Agent or Registrar may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07   Legal Holidays.

     A "Legal Holiday" is a Saturday, a Sunday or a day on
which banking institutions are not required to be open.  If a
payment date or a date for conversion or exchange is a Legal
Holiday at a place of payment, conversion or exchange, then
such payment, conversion or exchange may be made at such place
on the next succeeding day that is not a Legal Holiday with
the same force and effect as if made on such date, and no
interest shall accrue for the intervening period.

SECTION 10.08   Governing Law.

     The laws of the State of New York shall govern this
Indenture, the Securities and any coupons appertaining thereto
without regard to principles of conflicts of laws.

SECTION 10.09   No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another
indenture, loan or debt agreement of SBC or any Affiliate.  No
such indenture, loan or debt agreement may be used to
interpret this Indenture.

SECTION 10.10   No Recourse Against Others.

     No director, officer, employee or stockholder, as such,
of SBC shall have any liability for any obligation of SBC
under the Securities or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their
creation.  Each Securityholder by accepting a Security waives
and releases all such liability.  The waiver and release are
part of the consideration for the issue of the Securities.

SECTION 10.11  Acts of Holders.

     (a)  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to SBC.  Such
instrument or instruments (and the action embodied therein and
evidenced thereby) are herein 
<PAGE>
<PAGE> 36

sometimes referred to as the "Act" of Holders signing such
instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and SBC, if made in the manner provided
in this Section.

     (b)  The fact and date of the execution by any Person of
any such instrument or writing may be provided by the
affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the
execution thereof.  Where such execution is by a signer acting
in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient
proof of his authority.  The fact and date of the execution of
any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner
which the Trustee deems sufficient.

     (c)  The ownership of Unregistered Securities may be
proved by the production of such Unregistered Securities or by
a certificate executed by any trust company, bank, banker or
other depository, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person has on deposit with
such depository, or exhibited to it, the Unregistered
Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such
Unregistered Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory.  The Trustee and SBC
may assume that such ownership of any Unregistered Security
continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same
Unregistered Security is produced, (ii) such Unregistered
Security is produced to the Trustee by some other Person,
(iii) such Unregistered Security is surrendered in exchange
for a Registered Security or (iv) such Unregistered Security
is no longer outstanding.  The ownership of Unregistered
Securities may also be proved in any other manner which the
Trustee deems sufficient.

     (d)  The ownership of Registered Securities shall be
proved by the Registrar.

     (e)  Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any
Security shall bind every future Holder of the same Security
and the holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by
the Trustee or SBC in reliance thereon, whether or not
notation of such action is made upon such Security.
<PAGE>
<PAGE> 37

SECTION 10.12   Execution in Counterparts.

     This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.


                         SOUTHWESTERN BELL CORPORATION


                         By:                             
                                   Title:  


(SEAL)

ATTEST:


                            
Title:  

                         THE BANK OF NEW YORK


                         By:                             
                              Title:  

(SEAL)

ATTEST:


                            
Title: 

