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                                                            EXHIBIT 25.A


                                  FORM T-1

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                          STATEMENT OF ELIGIBILITY
                 UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                  CORPORATION DESIGNATED TO ACT AS TRUSTEE

                    CHECK IF AN APPLICATION TO DETERMINE
                    ELIGIBILITY OF A TRUSTEE PURSUANT TO
                      SECTION 305(b)(2)           |__|


                            THE BANK OF NEW YORK
            (Exact name of trustee as specified in its charter)

            New York                         13-5160382
(State of incorporation                  (I.R.S. employer
if not a U.S. national bank)            identification no.)

48 Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)       (Zip code)


                   Southwestern Bell Capital Corporation
            (Exact name of obligor as specified in its charter)

            Delaware                         43-1420172
(State or other jurisdiction of           (I.R.S. employer
incorporation or organization)            identification no.)

175 E. Houston Street
San Antonio, Texas                              78205-2233
(Address of principal executive offices)        (Zip code)


                       Southwestern Bell Corporation
            (Exact name of obligor as specified in its charter)

            Delaware                         43-1301883
(State or other jurisdiction of           (I.R.S. employer
incorporation or organization)            identification no.)

175 E. Houston Street
San Antonio, Texas                              78205-2233
(Address of principal executive offices)        (Zip code)


                              Debt Securities*
                    (Title of the indenture securities)



* Specific titles to be determined in connection with sale(s) of
Securities.

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1.    General information.  Furnish the following information as to the
Trustee:

      (a)   Name and address of each examining or supervising authority to
            which it is subject.


              Name                       Address
Superintendent of Banks of the      2 Rector Street,
State of New York                   New York, N.Y. 10006,
                                    and Albany, N.Y. 12203

Federal Reserve Bank of New York    33 Liberty Plaza,
                                    New York, N.Y.  10045

Federal Deposit Insurance           Washington, D.C.  20429
Corporation

New York Clearing House             New York, New York
Association

      (b)   Whether it is authorized to exercise corporate trust powers.

      Yes.

2.    Affiliations with Obligor.

      If the obligor is an affiliate of the trustee, describe each such
      affiliation. 

      None.  (See Note on page 3.)

16.   List of Exhibits. 

      Exhibits identified in parentheses below, on file with the
      Commission, are incorporated herein by reference as an exhibit
      hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939
      (the "Act") and Rule 24 of the Commission's Rules of Practice.

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which
            contains the authority to commence business and a grant of
            powers to exercise corporate trust powers.  (Exhibit 1 to
            Amendment No. 1 to Form T-1 filed with Registration Statement
            No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
            Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
            filed with Registration Statement No. 33-29637.)

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      4.    A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
            Form T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the
            Act.  (Exhibit 6 to Form T-1 filed with Registration Statement
            No. 33-44051.)

      7.    A copy of the latest report of condition of the Trustee
            published pursuant to law or to the requirements of its
            supervising or examining authority.

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                                    NOTE

      Pursuant to General Instruction B, the Trustee has responded only to
Items 1, 2 and 16 of this Form T-1 since to the best knowledge of the
Trustee neither of the obligors is in default under any indenture under
which the Trustee is a trustee.

      Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.

      Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

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                                 SIGNATURE


      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 8th day of December, 1994.


                                  THE BANK OF NEW YORK



                                  By: /s/ Mary Jane Morrissey 

                                  Name:  Mary Jane Morrissey
                                  Title: Assistant Vice
                                         President

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                                                            Exhibit 7

                    Consolidated Report of Condition of

                            THE BANK OF NEW YORK

                  of 48 Wall Street, New York, N.Y. 10286
                   And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September
30, 1994, published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal Reserve
Act.

                                                  Dollar Amounts
ASSETS                                              in Thousands
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................             $ 2,833,550
  Interest-bearing balances ..........                 701,828
Securities:
  Held-to-maturity securities ........               1,359,569
  Available-for-sale securities ......               1,725,600
Federal funds sold in domestic 
  offices of the bank ................               5,350,368
Loans and lease financing 
  receivables:
  Loans and leases, net of unearned
    income ................. 24,252,467
  LESS: Allowance for loan and
    lease losses ...............629,631
  LESS: Allocated transfer risk
   reserve ......................30,661
  Loans and leases, net of unearned
    income, allowance, and reserve                  23,592,175
Assets held in trading accounts ......               1,354,396
Premises and fixed assets (including
  capitalized leases) ................                 629,219
Other real estate owned ..............                  51,372
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                 178,742
Customers' liability to this bank on
  acceptances outstanding ............                 996,184
Intangible assets ....................                  76,599
Other assets .........................               1,498,770
Total assets .........................             $40,348,372

LIABILITIES
Deposits:
  In domestic offices ................             $19,892,982
  Noninterest-bearing ........8,179,472
  Interest-bearing ......... 11,513,510
  In foreign offices, Edge and

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  Agreement subsidiaries, and IBFs ...              10,034,789
  Noninterest-bearing ...........57,902
  Interest-bearing ...........9,976,887

Federal funds purchased and secu-
  rities sold under agreements to re-
  purchase in domestic offices of
  the bank and of its Edge and 
  Agreement subsidiaries, and in
  IBFs:
  Federal funds purchased ............               1,240,870
  Securities sold under agreements
    to repurchase ....................                  37,612
Demand notes issued to the U.S.
  Treasury ...........................                 197,519
Trading liabilities ..................                 975,739
Other borrowed money:
  With original maturity of one year
    or less ..........................               1,621,466
  With original maturity of more than
    one year .........................                  33,955
Bank's liability on acceptances exe-
  cuted and outstanding ..............                 997,024
Subordinated notes and debentures ....               1,062,320
Other liabilities ....................               1,450,981
Total liabilities ....................              37,345,257

EQUITY CAPITAL
Common stock ........................                  942,284
Surplus .............................                  525,666
Undivided profits and capital
  reserves ..........................                1,577,819
Net unrealized holding gains
  (losses) on available-for-sale 
  securities ........................              (    36,779)
Cumulative foreign currency transla-
  tion adjustments ..................               (    5,875)
Total equity capital ................                3,003,115
Total liabilities and equity
  capital ...........................              $40,348,372


                I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of Condition has
been prepared in conformance with the  instructions issued by the Board  of
Governors of  the Federal  Reserve System  and is true  to the  best of  my
knowledge and belief.

                                                       Robert E. Keilman

                We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by us and to
the best of our knowledge and belief has been prepared in 

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conformance with the instructions issued by  the Board of Governors of  the
Federal Reserve System and is true and correct.

                       
                Thomas A. Renyi     
                J. Carter Bacot          Directors
                Alan R. Griffith    

