
<PAGE>

                                                           EXHIBIT 5.A


            [Letterhead of SBC Communications Inc.]


                                   December 16, 1994


Southwestern Bell Corporation
175 E. Houston Street
San Antonio, TX 78205

Dear Sirs:

          With reference to the Registration Statement on Form
S-3 which Southwestern Bell Corporation (the "Corporation")
and Southwestern Bell Capital Corporation ("Capital") propose
to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to (i) debt
securities of the Corporation ("Debt Securities") issuable in
series under an Indenture dated as of November 1, 1994 (the
"Indenture"), between the Corporation and The Bank of New
York, as Trustee (the "Trustee"), (ii) debt securities of
Capital issuable in series under an Indenture dated as of
February 1, 1987, as supplemented by a First Supplemental
Indenture, dated as of October 1, 1990, among Capital, the
Corporation as issuer of support obligations pursuant to the
Support Agreement dated November 10, 1988 (the "Support
Agreement") between Capital and the Corporation, and the
Trustee, (iii) shares of preferred stock, par value $1.00 per
share, of the Corporation ("Preferred Stock"), (iv) depositary
shares representing fractional interests in Preferred Stock
("Depositary Shares"), and (v) shares of common stock, par
value $1.00 per share, of the Corporation ("Common Stock" and
together with the Debt Securities, the Preferred Stock and the
Depositary Shares, the "Securities"), and having an aggregate
maximum public offering price of $3,000,000,000, I am of the
opinion that:

          1.  The Corporation has been duly incorporated and
is validly existing and in good standing under the laws of the
State of Delaware.

          2.  Each series of the Debt Securities, when duly
established by or pursuant to a resolution of the Board of
Directors of the Corporation or in a supplemental indenture,
in each case so as not to violate any applicable law or any
agreement or instrument to which the Corporation is a party or
by which it is bound, and duly executed, authenticated and
issued as provided in the Indenture and delivered against
payment, will constitute valid and legally binding obligations
of the Corporation entitled to the benefits of the Indenture.

<PAGE>
<PAGE> 2

          3.  The shares of Preferred Stock, when both (A) the
Board of Directors of the Corporation has taken all necessary
corporate action to approve the issuance and terms of the
shares of Preferred Stock, the terms of the offering thereof,
and related matters, in each case so as not to violate any
applicable law or any agreement or instrument to which the
Corporation is a party or by which it is bound, including the
adoption of a Certificate of Designation relating to such
Preferred Stock (a "Certificate") and the filing of the
Certificate with the Secretary of State of the State of
Delaware, and (B) certificates representing the shares of
Preferred Stock have been duly executed, countersigned,
registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the
Corporation and upon payment of the consideration therefor
(not less than the par value of the Preferred Stock) provided
for therein or (ii) upon conversion or exercise of any other
Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such
conversion or exercise as approved by the Board of Directors
of the Corporation, for the consideration approved by the
Board of Directors of the Corporation (not less than the par
value of the Preferred Stock), will be validly issued, fully
paid and nonassessable.

          4.  The Depositary Shares, when (A) the Board of
Directors of the Corporation has taken all necessary corporate
action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof, and related
matters, in each case so as not to violate any applicable law
or any agreement or instrument to which the Corporation is a
party or by which it is bound, (B) the Depositary Agreement or
Agreements relating to the Depositary Shares and the related
Depositary Receipts have been duly authorized and validly
executed and delivered by the Corporation and the Depositary
appointed by the Corporation, (C) the shares of Preferred
Stock underlying such Depositary Shares have been duly and
validly issued and are fully paid and nonassessable as
contemplated in paragraph (3) above and deposited with a bank
or trust company (which meets the requirements for the
Depositary set forth in the Registration Statement) under the
applicable Depositary Agreements, and (D) the Depositary
Receipts representing the Depositary Shares have been duly
executed, countersigned, registered and delivered in
accordance with the appropriate Depositary Agreement and the
applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the
Corporation upon 

<PAGE>
<PAGE> 3

payment of the consideration therefor provided for therein,
will be validly issued.

          5.  The Common Stock, when both (A) the Board of
Directors of the Corporation has taken all necessary corporate
action to approve the issuance of and the terms of the
offering of the shares of Common Stock, and related matters,
in each case so as not to violate any applicable law or any
agreement or instrument to which the Corporation is a party or
by which it is bound, and (b) certificates representing the
shares of Common Stock have been duly executed, countersigned,
registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the
Corporation upon payment of the consideration therefor (not
less than the par value of the Common Stock) provided for
therein or (ii) upon conversion or exercise of any Security,
in accordance with the terms of such Security or the
instrument governing such Security providing for such
conversion or exercise as approved by the Board of Directors
of the Corporation, for the consideration approved by the
Board of Directors of the Corporation (not less than the par
value of the Common Stock), will be validly issued, fully paid
and nonassessable.

          6.  The Support Agreement has been duly authorized,
executed and delivered by the Corporation and constitutes a
valid and legally binding agreement of the Corporation.

          I hereby consent to the filing of this opinion with
the Securities and Exchange Commission in connection with the
filing of the Registration Statement referred to above and the
making of the statements with respect to me which are set
forth under the caption "Legal Opinions" in the prospectus
forming a part of the Registration Statement referred to
above.

          In giving this consent, I do not thereby admit that
I am within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange
Commission.


                                   Sincerely,


                                   /s/ James D. Ellis

