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                                                            EXHIBIT 23.A





                Consent of Independent Auditors


     We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 of
Southwestern Bell Capital Corporation and Southwestern Bell
Corporation and related Prospectus for the registration of
debt securities, preferred stock, depositary shares and 
common stock of Southwestern Bell Corporation and debt 
Securities of Southwestern Bell Capital Corporation having an
aggregate maximum public offering price of $3,000,000,000 and 
to the incorporation by reference therein of our reports dated 
February 11, 1994 with respect to the consolidated financial 
statements of Southwestern Bell Corporation incorporated by 
reference in its Annual Report (Form 10-K) for the year ended 
December 31, 1993 and the related financial statement schedules 
included therein filed with the Securities and Exchange Commission.


                                   /s/ Ernst & Young LLP
                                   ERNST & YOUNG LLP


San Antonio, Texas
December 16, 1994

