


As filed with the Securities and Exchange Commission on December 16, 1994

                                     Registration No. 33-______

              SECURITIES AND EXCHANGE COMMISSION 
                    WASHINGTON, D.C. 20549

                           FORM S-3
                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933


   SOUTHWESTERN BELL CAPITAL          SOUTHWESTERN BELL
          CORPORATION                    CORPORATION
     175 E. Houston Street          175 E. Houston Street
 San Antonio, Texas 78205-2233  San Antonio, Texas 78205-2233
     TELEPHONE NUMBER (210)        TELEPHONE NUMBER (210)
            351-3888                      821-4105

    As Issuer and Registrant     As Issuer and Registrant of
       of Debt Securities              Securities and
                                 Obligations Pursuant to the
                                      Support Agreement

     A DELAWARE CORPORATION        A DELAWARE CORPORATION

        I.R.S. EMPLOYER NO.          I.R.S. EMPLOYER NO.
           43-1420172                    43-1301883

       AGENT FOR SERVICE:            AGENT FOR SERVICE:

        ROGER W. WOHLERT                 JUDITH SAHM
   SOUTHWESTERN BELL CAPITAL          SOUTHWESTERN BELL
          CORPORATION                    CORPORATION
     175 E. HOUSTON STREET,        175 E. HOUSTON STREET,
           12th Floor                    11th Floor
 SAN ANTONIO, TEXAS 78205-2233  SAN ANTONIO, TEXAS 78205-2233

         PLEASE SEND ALL COPIES OF ALL COMMUNICATIONS TO:

             WAYNE WIRTZ                  JOHN T. BOSTELMAN
    SOUTHWESTERN BELL CORPORATION        SULLIVAN & CROMWELL
        175 E. HOUSTON STREET              250 PARK AVENUE
    SAN ANTONIO, TEXAS 78205-2233      NEW YORK, NEW YORK 10177
           (210) 821-4105                   (212) 558-4000


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement.

If the only securities being registered on this Form are being
offered pursuant to the dividend or interest reinvestment
plans, please check the following box.  [  ].

If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

<PAGE>
<PAGE>

                CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                       PROPOSED
   TITLE OF EACH                       MAXIMUM
      CLASS OF             AMOUNT      OFFERING          PROPOSED                 AMOUNT OF
   SECURITIES TO           TO BE        PRICE        MAXIMUM AGGREGATE          REGISTRATION
   BE REGISTERED         REGISTERED    PER UNIT      OFFERING PRICE(1)               FEE
<S>                          <C>         <C>                 <C>                     <C>
Debt Securities(2). . .
Preferred Stock(3). . .
Depositary Shares
representing    
Preferred Stock(4). . .}     (8)         (8)    }    U.S.$3,000,000,000(9)   }  U.S.$1,034,490
Common Stock(5)(6). . .
Support Obligations(2).

<FN>
(1)  In United States dollars or the equivalent thereof in any other 
     currency, currency unit or units, or composite currency or 
     currencies.  Such amount represents the maximum aggregate 
     offering price to the public of the securities offered hereby.

(2)  Such indeterminate amount of Debt Securities as may from time to
     time be issued by Southwestern Bell Corporation ("SBC" or the 
     "Corporation") or by Southwestern Bell Capital Corporation 
     ("Capital").

(3)  Such indeterminate number of shares of Preferred Stock as may 
     from time to time be issued by SBC at indeterminate prices or 
     issuable upon conversion of Debt Securities or other Preferred 
     Stock.

(4)  To be evidenced by Depositary Receipts and representing an 
     interest in all or a specified portion of a share of Preferred 
     Stock of SBC.  In the event that SBC elects to offer to the 
     public fractional interests in shares of the Preferred Stock 
     registered hereunder, Depositary Receipts will be distributed 
     to the persons acquiring such fractional interests and the 
     shares of Preferred Stock will be issued to the Depositary 
     under the Deposit Agreement.

(5)  Such indeterminate number of shares of Common Stock as may 
     from time to time be issued by SBC at indeterminate prices or 
     issuable upon conversion of Debt Securities or Preferred Stock.

(6)  Includes rights to purchase Series A Junior Participating Preferred
     Stock of SBC.  Prior to the occurrence of certain events the rights 
     will not be exercisable or evidenced separately from the Common Stock.

(7)  Support Obligations of SBC in respect of any Debt Securities issued 
     by Capital, and which will be included in the offering price of such 
     Debt Securities.

(8)  The aggregate amount to be registered and the aggregate offering price 
     per unit have been omitted pursuant to Securities Act Release No. 6964.
     The registration fee has been calculated on the basis of the maximum 
     offering price of all securities listed in accordance with Rule 457(o) 
     under the Securities Act of 1933.

(9)  No separate consideration will be received for the Depositary Shares, 
     or for the Preferred Stock, Depositary Shares or Common Stock issuable
     upon conversion of or in exchange for Debt Securities or Preferred Stock.
</TABLE>

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES 
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL 
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) 
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL 
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID 
SECTION 8(a), MAY DETERMINE.
<PAGE>
<PAGE>

Subject to Completion, dated December 16, 1994


Information contained herein is subject to completion or
amendment.  A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective.  This prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.

<PAGE>
<PAGE>


PROSPECTUS

                      U.S. $3,000,000,000

                 SOUTHWESTERN BELL CORPORATION

                        DEBT SECURITIES
                        PREFERRED STOCK
                         COMMON STOCK

             SOUTHWESTERN BELL CAPITAL CORPORATION

                        DEBT SECURITIES

          Southwestern Bell Corporation (the "Corporation" or
"SBC") may offer from time to time, together or separately,
(i) in one or more series, unsecured senior debentures, notes
or other obligations ("Debt Securities") of the Corporation,
any of which may be convertible or exchangeable into preferred
stock, par value $1.00 per share, of the Corporation ("Preferred 
Stock"), Depositary Shares (as defined herein), common stock, 
par value $1.00 per share, of the Corporation ("Common Stock"), 
or equity securities of another issuer; (ii) Preferred Stock, 
which may be convertible or exchangeable into other Preferred 
Stock (including Depositary Shares), Common Stock or equity 
securities of another issuer; (iii) Depositary Shares; and 
(iv) Common Stock.  The Debt Securities, Common Stock, Preferred 
Stock and Depositary Shares are collectively referred to herein 
as the "Securities".  The Corporation may issue Securities for 
proceeds up to an aggregate of not more than U.S. $3,000,000,000 
or the equivalent thereof in one or more currencies or currency 
units on terms to be determined at the time such Securities are 
offered for sale.  As used herein, Securities shall include 
securities denominated in U.S. dollars or, at the option of the 
Corporation and if so specified in the applicable Prospectus 
Supplement, in any other currency, including composite currencies 
such as the European Currency Unit.  The Debt Securities will be 
unsecured and will rank equally with all other unsubordinated and
unsecured indebtedness and certain other obligations of the
Corporation.

          When a particular series of Securities is offered, a
prospectus supplement ("Prospectus Supplement") together with
this Prospectus will be delivered setting forth the terms of
such Securities, including, where applicable, (i) with regard
to Debt Securities, the specific designation, aggregate principal 
amount, currency or currencies in which the principal, premium, 
if any, and interest are payable, denominations, maturity, rate 
or rates of any interest, any index, price or formula to be used 
for determining the amount of any payment of principal, premium, 
if any, or interest, any interest payment dates, whether the 
Securities are issuable in registered form, in bearer form, or 
in the form of one or more global securities or a combination 
thereof, any redemption provisions, terms, if any, for conversion 
or exchange into other securities, any listing on a securities 
exchange, the initial public offering price, methods of 
distribution and any other specific terms in connection with the 
offering and sale of such Securities; (ii) with regard to 
Preferred Stock, the specific designation, number of shares, 
title, stated value and liquidation preference of each share, 
dividend rate or method of calculation, dividend periods, 
dividend payment dates, any redemption or sinking fund provision, 
any conversion or exchange provisions, whether fractional
interests in shares of Preferred Stock will be offered through
depositary arrangements, any listing on a securities exchange,
the initial public offering price, methods of distribution and
any other specific terms in connection with the offering and
sale of such Securities; (iii) with regard to Depositary Shares, 
the fraction of a share of Preferred Stock which each such 
Depositary Share will represent; and (iv) with regard to Common 
Stock, the number of shares offered, methods of distribution 
and the initial public offering price.
<PAGE>
<PAGE> 2


          Southwestern Bell Capital Corporation ("Capital"), a
wholly owned subsidiary of SBC, may also offer from time to
time, together or separately, in one or more series, Debt
Securities of Capital.  Any such Debt Securities may be issued
in such amounts and otherwise having any of the terms
specified herein for Debt Securities of the Corporation,
except that Debt Securities of Capital will not be convertible
or exchangeable.  Any Debt Securities issued by Capital will
also be entitled to the benefits of a Support Agreement of SBC
as described herein (the "Support Obligations").  Unless
otherwise stated, the term "Securities" also includes Debt
Securities of Capital and related Support Obligations of SBC.

          The Corporation's Common Stock is listed on the New
York Stock Exchange, the Chicago Stock Exchange and the
Pacific Stock Exchange.  Any Common Stock offered will be
listed, subject to notice of issuance, on such exchanges.

          The Corporation or Capital may sell Securities to or
through underwriters, and may also sell Securities directly to
other purchasers or through agents.  If any underwriters,
dealers or agents are involved in the sale of Securities in
respect of which this Prospectus is being delivered, the names
of such underwriters, dealers or agents, any compensation to
such underwriters, dealers or agents will be set forth in the
applicable Prospectus Supplement.  See "Plan of Distribution."

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
   COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
      OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A
                       CRIMINAL OFFENSE.



The date of this Prospectus is           ,  1994.
<PAGE>
<PAGE> 3


NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED.  NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE CORPORATION SINCE THE DATE HEREOF OR THEREOF.  THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.


                     AVAILABLE INFORMATION

          The Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934 ("Exchange
Act") and in accordance therewith files reports and other
information with the Securities and Exchange Commission
("SEC").  Such reports and other information filed by the
Corporation can be inspected and copied at the public
reference facilities of the SEC, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549, as well as at
the following SEC Regional Offices: 7 World Trade Center,
Suite 1300, New York, NY 10048; Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511; and 5670
Wilshire Blvd., 11th Floor, Los Angeles, CA 90036-3648. 
Copies can be obtained from the SEC by mail at prescribed
rates.  Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549.  Such material can also be
inspected at the New York Stock Exchange, 20 Broad Street, New
York, NY 10005, on which the Corporation's common stock is
traded.

          Capital has been advised by the SEC in a No-Action
Letter that separate financial information regarding Capital
need not be included in any registration statement on Form S-3
filed by Capital and the Corporation with respect to Debt
Securities issued by Capital and the Support Agreement.  The
SEC also stated in such No-Action Letter that it will not
raise any objection if Capital does not file periodic reports
pursuant to Sections 13 and 15(d) of the Exchange Act.

          The Corporation and Capital have filed with the SEC
a Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement")
under the Securities Act of 1933, as amended ("Securities
Act").  This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the SEC.  For further information, reference is
made to the Registration Statement.
<PAGE>
<PAGE> 4


            INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents have been filed by SBC with
the SEC (File No. 1-8610) and are hereby incorporated herein
by reference:

     (1)  SBC's Annual Report on Form 10-K for the year ended
          December 31, 1993;

     (2)  SBC's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, June 30 and September 30,
          1994; and

     (3)  SBC's Current Reports on Form 8-K dated March 15,
          1994, April 5, 1994 and May 19, 1994.

ALL DOCUMENTS FILED BY SBC PURSUANT TO SECTION 13(a), 13(c),
14 OR 15(d) OF THE EXCHANGE ACT SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE 
SECURITIES SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND TO BE PART HEREOF FROM THE DATE OF FILING
OF SUCH DOCUMENTS.  ANY STATEMENT CONTAINED IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN
SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF
THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED
HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO
IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN
MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO
MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS 
PROSPECTUS.

          Copies of the above documents (other than exhibits
to such documents) may be obtained upon request without charge
from SBC's Specialist--External Reporting, Southwestern Bell
Corporation, 175 E. Houston Street, San Antonio, Texas 78205-
2233 (telephone number (210) 351-3049).


                 SOUTHWESTERN BELL CORPORATION

          The Corporation is a communications holding company
whose subsidiaries are engaged principally in communications
services.  The Corporation has several subsidiaries, which
include:  Southwestern Bell Telephone Company ("Telephone
Company"), Southwestern Bell Mobile Systems, Inc. ("Mobile
Systems"), SBC International, Inc. ("SBC International"),
Southwestern Bell Yellow Pages, Inc. ("Yellow Pages") and
Southwestern Bell Telecommunications, Inc. ("Telecom").  The
Telephone Company provides telephone services in the states of
Arkansas, Kansas, Missouri, Oklahoma and Texas (five-state
area) and is the Corporation's largest subsidiary, accounting
for approximately 71 percent of the Corporation's 1993 income
before extraordinary loss and cumulative effect of changes in
accounting principles; Mobile Systems principally provides
wireless communication services; SBC International is a
holding company owning interests in directory, cable
television and telecommunications businesses in Australia,
Israel, Mexico and the United Kingdom; Yellow Pages engages
principally in the sale of advertising for and publication of
Yellow Pages and White Pages directories and in other
directory-related activities; and Telecom is engaged in the
sale of customer premises and private business exchange
equipment. 

          The Corporation was incorporated under the laws of
the State of Delaware in 1983 by AT&T as one of seven regional
holding companies formed to hold AT&T's local telephone
companies.  AT&T divested the Corporation by means of a
spin-off of stock to its shareowners on January 1, 1984 
<PAGE>
<PAGE> 5


(the "divestiture").  The divestiture was made pursuant to a
consent decree, referred to as the Modification of Final
Judgment, issued by the United States District Court for the
District of Columbia.

          Capital is a wholly owned finance subsidiary of the
Corporation and was incorporated in 1986 under the laws of the
State of Delaware.  Capital is engaged principally in issuing
debt securities and lending the proceeds to the Corporation
and to certain subsidiaries of the Corporation other than the
Telephone Company.

          Capital and SBC have entered into a Support
Agreement, dated as of November 10, 1986, in which SBC has
agreed, among other things, to ensure the timely payment of
principal, premium, if any, and interest owed on any debt
securities, including Debt Securities, and certain other
obligations issued by Capital ("Debt"), with the limitation
that no Holder of Debt Securities issued by Capital or other
entity to which Capital Corporation owes any Debt will have
recourse to or against the stock or assets of the Telephone
Company or any interest of SBC or Capital in the Telephone
Company.  See "Description of Debt Securities -- Support
Obligations."

          The principal office of Capital is located at 175 E.
Houston Street, San Antonio, Texas 78205-2233 (telephone
number (210) 351-3888).

          SBC's principal executive offices are located at 175
E. Houston Street, San Antonio, Texas 78205-2233 (telephone
number (210) 821-4105).


                        USE OF PROCEEDS

          Unless otherwise specified in a Prospectus
Supplement, the net proceeds from the sale of the Securities
by the Corporation or Capital are intended to be used to
provide funds in connection with the repayment of long and
short-term debt of Capital or the Corporation, if any, to
provide funds for the diversification of the Corporation's
activities, to provide funds for certain subsidiaries of the
Corporation other than the Telephone Company, and to provide
funds for the general corporate purposes of the Corporation.


              RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth the ratio of earnings
to fixed charges of SBC for the periods indicated.  At
September 30, 1994, no preferred stock was outstanding.

  NINE MONTHS
     ENDED
 SEPTEMBER 30,               YEAR ENDED DECEMBER 31,

  1994   1993          1993   1992    1991   1990   1989

  5.44   4.40          4.51   3.96    3.53   3.69   3.52


          For the purpose of calculating this ratio, earnings
consist of income before income taxes, extraordinary loss,
cumulative effect of changes in accounting principles, and
fixed charges.  Fixed 

<PAGE>
<PAGE> 6

charges include interest on indebtedness and one-third of rental expense 
(the portion of rentals representative of the interest factor).


                DESCRIPTION OF DEBT SECURITIES

          The following description of the Debt Securities sets forth 
certain general terms and provisions of the Debt Securities of any series 
to which any Prospectus Supplement may relate.  The particular terms and 
provisions of the series of Debt Securities offered by a Prospectus 
Supplement, and the extent to which such general terms and provisions 
described below may apply thereto, will be described in the Prospectus
Supplement relating to such series of Debt Securities.

          The Debt Securities of the Corporation are to be issued under an 
Indenture dated as of November 1, 1994 (the "SBC Indenture"), between the 
Corporation and The Bank of New York, as trustee ("Trustee").  The Debt 
Securities of Capital are to be issued under an Indenture dated as of 
February 1, 1987, as supplemented by the First Supplemental Indenture,
dated as of October 1, 1990, among Capital, the Corporation, and the 
Trustee (together, the "Capital Indenture" and, together with the SBC 
Indenture, the "Indentures").  Copies of the Indentures have been filed 
as exhibits to the Registration Statement of which this Prospectus is a 
part.  The following summaries of certain provisions of the Debt Securities
and the Indentures do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the 
Indentures, including the definitions therein of certain terms.  Particular 
sections of the Indentures which are relevant to the discussion are cited
parenthetically.  Wherever particular sections or defined terms of the 
Indentures are referred to, it is intended that such sections or defined 
terms shall be incorporated herein by reference.  "Principal" when used 
herein includes, when appropriate, the premium, if any, on the Debt 
Securities.

GENERAL

          The Indentures do not limit the amount of Debt Securities which 
may be issued thereunder, and additional debt securities may be issued 
thereunder up to the aggregate principal amount which may be authorized 
from time to time by, or pursuant to, a resolution of the Board of 
Directors of the Corporation or Capital, as the case may be.  Reference 
is made to the Prospectus Supplement for the following terms of the
particular series of Debt Securities being offered hereby: (i) the title 
of the Debt Securities of the series; (ii) if other than U.S. dollars, 
the currency or currencies (which may include composite currencies such 
as the European Currency Unit) of payment of principal of and interest 
on the Debt Securities of the series; (iii) any limit upon the aggregate
principal amount of the Debt Securities of the series; (iv) the date or 
dates on which the principal of the Debt Securities of the series is 
payable; (v) the rate or rates (or manner of calculation thereof) at 
which the Debt Securities of the series will bear interest, if any, the 
date or dates from which any such interest will accrue and on which such 
interest will be payable, and, with respect to Debt Securities of the
series in registered form, the record date for the interest payable on 
any interest payment date and the extent to which, or the manner in which, 
any interest payable on a global security on an interest payment date will 
be paid if other than in the manner described under "Global Securities"; 
(vi) the place or places where the principal of and interest on the
Debt Securities of the series will be payable; (vii) any redemption or 
sinking fund provisions; (viii) if in other than denominations of $1,000 
and any integral multiple thereof, the denominations in which Debt 
Securities of the series shall be issuable; (ix) if other than the 
principal amount thereof, the portion of the principal amount of Debt 
Securities of the series which will be payable upon declaration of 
acceleration of the maturity thereof; (x) whether the Debt Securities of
the series will be issuable in 
<PAGE>
<PAGE> 7


registered or bearer form or both, whether any such Debt Securities are 
to be issuable initially in temporary global form and whether any such 
Debt Securities are to be issuable in permanent global form with or without
 coupons and, if so, whether beneficial owners of interests in any such 
permanent global Debt Security may exchange such interests for Debt
Securities of like tenor of any authorized form and denomination and the 
circumstances under which any such exchange may occur, any restrictions 
applicable to the offer, sale or delivery of Debt Securities in bearer 
form ("bearer the offer, sale or delivery of Debt Securities in bearer 
Debt Securities") and whether, and the terms upon which, bearer Debt 
Securities will be exchangeable for Debt Securities in registered form 
("registered Debt Securities") and vice versa; (xi) whether and under 
what circumstances the Corporation or Capital will pay additional amounts 
on the Debt Securities of the series held by a person who is not a U.S.
person (as defined below) in respect of taxes or similar charges withheld 
or deducted and, if so, whether the Corporation or Capital will have the 
option to redeem such Debt Securities rather than pay such additional 
amounts; (xii) any index, price or formula used to determine the amount
of payments of principal of, premium, if any, and interest on the Debt 
Securities of the series; (xiii) in the case of Debt Securities of the 
Corporation, the terms, if any, upon which the Debt Securities may be 
convertible into or exchanged for Common Stock or Preferred Stock (which 
may be represented by Depositary Shares) of the Corporation or for 
equity securities of another issuer and the terms and conditions upon 
which such conversion or exchange will be effected, including the initial
conversion or exchange price or rate, the conversion or exchange period 
and any other provision in addition to or in lieu of those described 
herein; and (xiv) any additional provisions or other special terms not 
inconsistent with the provisions of the Indentures, including any terms 
which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Debt 
Securities of such series.  (Sections 2.01 and 2.02.)

          Each series of Debt Securities will constitute unsecured and 
unsubordinated indebtedness of the issuer thereof and will rank on a 
parity with the issuer's other unsecured and unsubordinated indebtedness
and, in the case of Debt Securities of the Corporation, on a parity with 
the Support Obligations.

          Debt Securities of any series may be issued as registered Debt 
Securities or bearer Debt Securities or both, or in the form of one or 
more global securities, as specified in the terms of the series.  Unless 
otherwise indicated in the Prospectus Supplement, Debt Securities will be 
issued in denominations of U.S. $1,000 and integral multiples thereof. 
Bearer Debt Securities will be offered, sold and delivered only outside 
the United States to non-U.S. persons and to offices located outside the 
United States of certain U.S. financial institutions.  For purposes of 
this Prospectus, "United States" or "U.S." 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.  "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.

          Particular restrictions on the offer, sale and delivery of 
bearer Debt Securities and any special federal income tax considerations 
applicable to bearer Debt Securities will be described in the Prospectus 
Supplement relating thereto.

          Except as set forth in an applicable Prospectus Supplement, 
interest on bearer Debt Securities will be payable only upon presentation 
and surrender of the coupons for the interest installments evidenced 
thereby as they mature at a paying agency of the Corporation located 
outside of the United States.  (Section 2.05(c).)  The Corporation or 
Capital will maintain such an agency for a 

<PAGE>
<PAGE> 8


period of two years after the principal of such bearer Debt 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, 
the Corporation or Capital will maintain a paying agent outside the 
United States to which the bearer Debt Securities may be presented for
payment and will provide the necessary funds therefor to such paying agent 
upon reasonable notice.  (Section 2.04.)  No payment with respect to any 
bearer Debt Securities will be made at any office or agency in the United 
States or by check mailed in or to an address in the United States or by 
transfer to an account maintained with a bank located in the United
States.  Notwithstanding the foregoing, payments on bearer Debt Securities 
denominated and payable in U.S. dollars will be made in the United States 
if (but only if) payment of the full amount thereof in U.S. dollars at 
each office of each paying agent outside the United States appointed and
maintained by the Corporation is illegal or effectively precluded by 
exchange controls or other similar restrictions. (Section 2.05.)

          Registration of transfer of registered Debt Securities may be 
requested upon surrender thereof at an agency of the Corporation or 
Capital maintained for such purpose ("Registrar") and upon fulfillment 
of all other requirements of such Registrar.  (Section 2.08(a).)  Bearer
Debt Securities and the coupons related thereto will be transferable by 
delivery.  (Section 2.08(e).)

          Debt Securities may be issued under the Indentures as Original 
Issue Discount Securities to be offered and sold at a substantial 
discount from the principal amount thereof. Special federal income tax, 
accounting and other considerations applicable thereto will be described 
in the Prospectus Supplement relating to such Original Issue Discount
Securities.  "Original Issue Discount Security" means any Debt 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 upon the occurrence of an event of default and the 
continuation thereof.  (Section 1.01.)

          Unless otherwise indicated in an applicable Prospectus Supplement, 
payment of principal of and any premium and interest on registered Debt 
Securities (other than a global security) will be made at the office of 
such paying agent or paying agents as the Corporation or Capital may
designate from time to time, except that, at the option of the Corporation 
or Capital, payment of any interest may be made (i) by check mailed to the 
address of the payee entitled thereto or (ii) by wire transfer to an account 
maintained by such payee.  Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on registered 
Debt Securities will be made to the person in whose name such registered 
Debt Security is registered at the close of business on the record date for 
such interest payment.

          If the purchase price of any of the Debt Securities is denominated 
in other than U.S. dollars or if the principal of and any premium and 
interest on any series of Debt Securities is payable in other than U.S. 
dollars, then the restrictions, elections, general tax considerations, 
specific terms and other information with respect to such issue of Debt
Securities and such currency or currencies will be set forth in the 
applicable Prospectus Supplement.

BOOK-ENTRY SECURITIES

          The Debt Securities of a series may be issued in whole or in part 
in the form of one or more global securities that will be deposited with 
or on behalf of a Depository (the "Depository") identified in the Prospectus 
Supplement relating to such series.  The specific terms of the Depository
arrangement with respect to any Debt Securities of a series will be described 
in the Prospectus 
<PAGE>
<PAGE> 9


Supplement relating to such series.  The Corporation and Capital each 
anticipates that the following provisions will apply to all Depository 
arrangements for registered Debt Securities issued by it.

          Unless otherwise specified in an applicable Prospectus 
Supplement, Debt Securities which are to be represented by a global 
security to be deposited with or on behalf of a Depository will be 
represented by a global security registered in the name of such 
Depository or its nominee.  Upon issuance of a global security in 
registered form, the Depository of such global security will credit, on
its book-entry registration and transfer system, the respective principal 
amounts of the Debt Securities represented by such global security to the 
accounts of institutions that have accounts with such Depository or its
nominee ("participants").  The accounts to be credited shall be designated 
by the underwriters or agents of such Debt Securities, or by the Corporation 
or Capital if such Debt Securities are offered and sold directly by the 
Corporation or Capital.  Ownership of beneficial interests in a global
security will be limited to participants or persons that may hold interests 
through participants.  Ownership of beneficial interests in such global 
securities will be shown on, and the transfer of that ownership will be 
effected only through records maintained by the Depository (with respect to
participants' interests) or its nominee for such global security or by 
participants or persons that hold through participants.  The laws of some 
jurisdictions require that certain purchasers of Debt Securities take 
physical delivery of such securities in definitive form.  Such laws may 
impair the ability to transfer beneficial interests in a global security.

          So long as the Depository for a global security in registered 
form, or its nominee, is the registered owner of such global security, 
such Depository or such nominee, as the case may be, will be considered 
the sole owner or holder of the Debt Securities represented by such global 
security for all purposes under the Indentures.  Except as set forth below,
owners of beneficial interests in such global securities will not be 
entitled to have Debt Securities of the series represented by such global 
security registered in their names, will not receive or be entitled to 
receive physical delivery of Debt Securities of such series in definitive 
form and will not be considered the owners or holders thereof under the
Indentures.

          Principal, premium, if any, and interest payments on Debt 
Securities registered in the name of or held by a Depository or its 
nominee will be made to the Depository or its nominee, as the case may 
be, as the registered owner or the holder of the global security 
representing such Debt Securities.  Neither the Corporation, Capital, 
the Trustee, or any paying agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or 
payments made on account of beneficial ownership interests in a global 
security for such Debt Securities or for maintaining, supervising or 
reviewing any records relating to such beneficial ownership interests.  
The Corporation and Capital each expects that the Depository for
Debt Securities of a series, upon receipt of any payments of principal, 
premium, if any, or interest in respect of a global security, will credit 
immediately the accounts of the related participants with payments in 
amounts proportionate to their respective beneficial interests in the 
principal amount of such global security as shown on the records of such
Depository.  The Corporation and Capital each also expects that payments 
by participants to owners of beneficial interests in such global security 
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the 
accounts of customers in bearer form or registered in "street name," and 
will be the responsibility of such participants.

          Unless and until it is exchanged in whole or in part for Debt 
Securities in definitive form in accordance with the terms of the Debt 
Securities, a global security may not be transferred except as a whole by 
the Depository for 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 or by such Depository or any 

<PAGE>
<PAGE> 10

such nominee to a successor of such Depository or a nominee of
such successor Depository.  If a Depository for Debt Securities 
notifies the Corporation or Capital 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 Exchange Act, and a successor Depository is 
not appointed by the Corporation or Capital within 90 days, the 
Corporation or Capital will issue Debt Securities in definitive 
registered form in exchange for the global security representing 
such Debt Securities.  In addition, the Corporation or Capital 
may at any time and in its sole discretion determine not to have 
any Debt Securities in registered form represented by one or more 
global securities and, in such event, will issue Debt Securities 
in definitive registered form in exchange for all global
securities representing such Debt Securities.  Further, if an
event of default, or an event which, with the giving of notice
or lapse of time, or both, would constitute an event of default, 
under the Indentures occurs and is continuing with respect to the 
debt Securities of a series, or if the Corporation or Capital so 
specifies with respect to the Debt Securities of a series, the 
Depository may exchange a global security representing Debt 
Securities of such series for Debt Securities of such series in 
definitive registered form.  In any such instance, an owner of a 
beneficial interest in a global security will be entitled to 
physical delivery in definitive form of Debt Securities of the 
series represented by such global security equal in principal 
amount to such beneficial interest and to have such Debt Securities
registered in its name.

EXCHANGE OF SECURITIES

          Registered Debt Securities in definitive form may be
exchanged for an equal aggregate principal amount of registered 
Debt Securities of the same series and date of maturity in such 
authorized denominations as may be requested upon surrender of 
the registered Debt Securities to the Registrar and upon fulfillment 
of all other requirements of such Registrar.  (Section 2.08(a).)

          To the extent permitted by the terms of a series of
Debt Securities authorized to be issued in registered form and
bearer form, bearer Debt Securities in definitive form may be
exchanged for an equal aggregate principal amount of registered 
or bearer Debt Securities of the same series and date of maturity 
in such authorized denominations as may be requested upon 
surrender of the bearer Debt Securities with all unpaid coupons 
relating thereto (except as may otherwise be provided in the Debt 
Securities) to the Registrar (or a paying agent if the exchange is 
for bearer securities) and upon fulfillment of all other 
requirements of the Registrar (or such paying agent).  (Section 
2.08(b).)  Registered Debt Securities may not be exchanged for 
bearer Debt Securities.

LIENS ON ASSETS

          The Indentures do not restrict the Corporation or
Capital from pledging or otherwise encumbering any of its
assets, including, in the case of the Corporation, the stock
of the Telephone Company and its right to dividends paid
thereon.

SUCCESSOR ENTITY

          Neither the Corporation nor, if it issues the Debt
Securities, Capital may consolidate with or merge into, or be
merged into, or transfer or lease its property and assets
substantially as an entirety to, another entity unless the
successor entity is a U.S. corporation, in the case of the
Corporation, and assumes all the obligations of the Corporation 
under the Debt Securities and any coupons related thereto or 
the Support Obligation, as the case may be, and the relevant 
Indenture and, in the case of Capital, assumes all the 
obligations of Capital under the Debt Securities and any
coupons related thereto, and the 
<PAGE>
<PAGE> 11


Capital Indenture.  Thereafter, except in the case of a lease, all such 
obligations of the Corporation under the Debt Securities or the Support 
Obligations, as the case may be, and such Indenture, and of Capital 
under the Debt Securities and the Capital Indenture shall terminate.  
(Sections 5.01 and 5.02.)

EVENTS OF DEFAULT

          The following events are defined in the Indentures as "Events 
of Default" with respect to a series of Debt Securities: (i) default 
in the payment of interest on any Debt Security of such series when 
the same becomes due and payable and continues for 90 days; (ii) default 
in the payment of the principal of any Debt Security of such series 
when the same becomes due and payable at maturity, upon redemption, or
otherwise; (iii) failure by the Corporation or, in the case of Debt 
Securities issued by Capital, failure by Capital for 90 days after 
notice to it to comply with any of its other agreements in the Debt 
Securities of such series, in the related Indenture, in any 
supplemental indenture under which the Debt Securities of that series 
may have been issued (other than covenants relating only to other 
series); and (iv) certain events of bankruptcy or insolvency of the 
Corporation or, in the case of Debt Securities issued by Capital, of
Capital.  (Section 6.01.)  If an Event of Default occurs with
respect to the Debt Securities of any series and is continuing, the 
Trustee or the Holders of at least 25 percent in principal amount of 
all of the outstanding Debt Securities of that series may declare the 
principal (or, if the Debt Securities of that series are Original Issue 
Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of, and any accrued interest on, 
all the Debt 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 will become 
due and payable immediately.  (Section 6.02.)

          Debt Securityholders may not enforce the Debt Securities or 
related Indenture, except as provided in such Indenture.  (Section 6.06.)  
The Trustee may require indemnity satisfactory to it before it enforces 
the Debt Securities or related Indenture.  (Section 7.07.)  Subject to 
certain limitations, holders of a majority in principal amount of the
Debt Securities of each series affected may direct the Trustee in its 
exercise of any trust power with respect to Debt Securities of that 
series.  (Section 6.05.)  The Trustee may withhold from Debt 
Securityholders notice of any continuing default (except a default in 
payment of principal, premium, if any, or interest) if it determines 
that withholding notice is in their interests.  (Section 7.05.)

AMENDMENT AND WAIVER

          Subject to certain exceptions, the SBC Indenture or the Debt 
Securities issued thereunder may be amended or supplemented by the 
Corporation and the Trustee, and the Capital Indenture or the Debt 
Securities issued thereunder may be amended by Capital, the Corporation 
or the Trustee, in each case with the written consent of the Holders 
of a majority in principal amount of the outstanding Debt Securities of 
each series affected by the amendment or supplement (with each such
series voting as a class), or compliance with any provision may be 
waived with the consent of the Holders of a majority in principal 
amount of the outstanding Debt Securities of each series affected by 
such waiver (with each such series voting as a class).  However, 
without the consent of each Debt Securityholder affected, an amendment 
or waiver may not (i) reduce the amount of Debt Securities whose 
holders must consent to an amendment or waiver; (ii) reduce the rate 
of or change the time for payment of interest on any Debt Security;
(iii) reduce the principal of, or change the fixed maturity of, any 
Debt Security; (iv) waive a default in the payment of the principal 
of or interest on any Debt Security; (v) make any Debt Security 

<PAGE>
<PAGE> 12


payable in currency other than that stated in the Debt Security; 
or (vi) impair the right to institute suit for the enforcement of 
any payment on or with respect to any Debt Securities.  (Section 9.02.)

          Either Indenture may be amended or supplemented without the 
consent of any holder of Debt Securities issued thereunder (i) to 
cure any ambiguity, defect or inconsistency in such Indenture or in 
such Debt Securities of any series; (ii) to provide for the assumption 
of all the obligations of the Corporation under the Debt Securities 
and any coupons related thereto or under the Support Obligations, as 
the case may be, and the related Indenture and, in the case of the
Capital Indenture, the obligations of Capital under the Debt Securities 
and any coupons related thereto and the Capital Indenture in connection 
with a merger, consolidation or transfer or lease of the Corporation's 
or Capital's property and assets substantially as an entirety as 
provided for in such Indenture; (iii) to provide for the issuance of, 
and establish the form, terms and conditions of, a series of Debt
Securities or to establish the form of any certifications required to 
be furnished pursuant to the terms of such Indenture for any series 
of Debt Securities; (iv) to secure the Debt Securities pursuant to 
Section 4.02 of such Indenture; (v) to provide for uncertificated Debt 
Securities in addition to or in place of certificated Debt Securities;
(vi) to add to rights of Debt Securityholders or surrender any right 
or power conferred on the Corporation or Capital; or (vii) to make 
any change that does not adversely affect the rights of any Debt 
Securityholder.  (Section 9.01.)

CONVERTIBLE AND EXCHANGEABLE DEBT SECURITIES

          Certain Debt Securities issued by the Corporation (the 
"Convertible Debt Securities") may be convertible into Preferred 
Stock (including Depositary Shares) or Common Stock of the 
Corporation and certain Debt Securities issued by the Corporation 
("Exchangeable Debt Securities") may be exchangeable for equity 
securities of another issuer.  The holders of Convertible Debt 
Securities of a specified series may be entitled or, if so provided 
in the applicable Prospectus Supplement, may be required at such 
time or times specified in the applicable Prospectus Supplement, 
subject to prior redemption, repayment or repurchase, to convert any
Convertible Debt Securities of such series (in denominations set 
forth in the applicable Prospectus Supplement) into Preferred Stock, 
Depositary Shares or Common Stock, as the case may be (collectively, 
the foregoing securities into which the Convertible Debt Securities 
may convert are referred to herein as "Conversion Securities") at 
the conversion price set forth in the applicable Prospectus 
Supplement, subject to adjustment as described below, and in the 
applicable Prospectus Supplement.  The holders of Exchangeable Debt
Securities of a specified series may be entitled or, if so provided 
in the applicable Prospectus Supplement, may be required at such 
time or times specified in the applicable Prospectus Supplement, 
subject to prior redemption, repayment or repurchase, to exchange 
any Exchangeable Debt Securities of such series (in denominations 
set forth in the applicable Prospectus Supplement) for specified 
equity securities of another issuer described in the Prospectus 
Supplement (collectively, the foregoing securities for which the
Exchangeable Debt Securities may be exchanged are referred to
herein as "Exchange Securities") at the exchange price set forth 
in the applicable Prospectus Supplement, subject to adjustment 
as described below, and in the applicable Prospectus Supplement.  
The relevant provisions for each series of Convertible or 
Exchangeable Debt Securities will be set forth in the applicable 
Prospectus Supplement.  Except as described below or in the 
applicable Prospectus Supplement, no adjustment will be made 
upon conversion of any Convertible Debt Securities or exchange 
of any Exchangeable Debt Securities for interest accrued thereon 
or for dividends on any Conversion or Exchange Securities issued 
or delivered.  If any Convertible or Exchangeable Debt Securities 
not called for redemption are converted or exchanged between a 
Regular Record Date for the payment of interest and the next 
succeeding Interest Payment Date, such Convertible or Exchangeable 
Debt Securities must be accompanied by funds equal to the interest
payable on such succeeding Interest 
<PAGE>
<PAGE> 13


Payment Date on the principal amount so converted or exchanged.  
The Corporation is not required to issue fractional shares of 
Preferred Stock, Depositary Shares or Common Stock upon conversion 
of Convertible Debt Securities or deliver fractional shares of 
Exchange Securities upon exchange of Exchangeable Securities, 
respectively, and, in lieu thereof, will pay a cash adjustment, in 
the case of Convertible Debt Securities convertible into Preferred 
Stock or Depositary Shares, based upon the liquidation preference of
such series of Preferred Stock, in the case of Convertible Debt 
Securities convertible into Common Stock, based upon the market 
value of the Common Stock, and in the case of Exchangeable Debt 
Securities, based upon the market value of the Exchange Securities, 
unless otherwise specified in the Prospectus Supplement.  

          The conversion price for a series of Convertible Debt 
Securities that are convertible into Common Stock and the exchange 
price for Exchangeable Debt Securities are subject to adjustment 
upon the occurrence of certain events under formulas that will be 
set forth in the applicable Prospectus Supplement.

          In the event of a taxable distribution to holders of
Common Stock or Preferred Stock or Exchange Securities (or other 
transaction) which results in any adjustment of the conversion 
price of Convertible Debt Securities or the exchange price of 
Exchangeable Debt Securities, the holders of such Convertible or 
Exchangeable Debt Securities may, in certain circumstances, be 
deemed to have received a distribution subject to United States 
Federal income tax as a dividend; in certain other circumstances, 
the absence of such an adjustment may result in a taxable dividend 
to the holders of Common Stock or Preferred Stock or Exchange 
Securities acquired upon conversion or exchange of such Convertible 
or Exchangeable Debt Securities.

SUPPORT OBLIGATIONS

          Any Debt Securities issued by Capital will be entitled to 
the benefits the Support Agreement (the "Support Agreement"), dated 
as of November 10, 1986, between Capital and the Corporation.  The 
Support Agreement provides that (a) SBC will own all outstanding 
voting capital stock of Capital throughout the term of the Support 
Agreement, (b) SBC will cause Capital to maintain a positive tangible 
net worth as determined in accordance with generally accepted 
accounting principles, and (c) if Capital is unable to make timely
payment of principal of, or premium, if any, or interest on any Debt, 
SBC will, at Capital's request, provide funds to Capital to make such 
payments.  The Support Agreement also provides that any Lender (as 
defined below) to Capital shall have the right to demand that Capital 
enforce its rights against SBC under the Support Agreement as described 
in the previous sentence and in the event that Capital fails to require 
SBC to perform such obligations or Capital defaults in the payment of 
principal of or premium, if any, or interest on any Debt owed to a 
Lender, such Lender may proceed directly against SBC to enforce Capital's 
rights against SBC under the Support Agreement or to obtain payment of 
such defaulted principal, premium, if any, or interest owed to such 
Lender.  The Support Agreement provides that in no event may any
Lender, on default of Capital or SBC or upon failure by Capital or SBC 
to comply with the Support Agreement, have recourse to or against the 
stock or assets of the Telephone Company or any interest of SBC or 
Capital in the Telephone Company.  Despite this limitation, the Support 
Agreement provides that funds available to SBC to satisfy any
obligations under the Support Agreement will include dividends paid by 
the Telephone Company to SBC.  See "Ratio of Earnings to Fixed Charges."  
The term "Lender" is defined in the Support Agreement as any person, 
firm or corporation to which Capital is indebted for money borrowed or 
to which Capital otherwise owes any Debt or which is acting as trustee 
or authorized representative on behalf of such 
<PAGE>
<PAGE> 14


person, firm or corporation.  Lender includes the Holder of
any Debt Securities issued by Capital and the Trustee acting
on such Holder's behalf.

          The Support Agreement may be amended or terminated
at any time by agreement of SBC and Capital, but no amendment
shall be entered into which adversely affects the rights of
creditors of Capital (Including Holders of Debt Securities
issued by Capital) and no termination shall be effective until
such time as all Debt (including the Debt Securities issued by
Capital) outstanding on the date of such amendment or
termination shall have been paid in full unless all such
creditors shall have consented to such amendment or
termination.

CONCERNING THE TRUSTEE

          The Corporation and Capital maintain banking
relationships in the ordinary course of business with the
Trustee.  The Trustee is also the trustee under an indenture
with the Telephone Company which may from time to time
represent a significant portion of the Corporation's
consolidated long-term debt.


                DESCRIPTION OF PREFERRED STOCK

          The summary of terms of the Preferred Stock
contained in this Prospectus does not purport to be complete
and is subject to, and qualified in its entirety by, the
provisions of the Corporation's Certificate of Incorporation
and By-Laws and the certificate of designations relating to
each series of the Preferred Stock (the "Certificate of
Designations"), which will be filed as an exhibit to or
incorporated by reference in the Registration Statement of
which this Prospectus is a part at or prior to the time of
issuance of such series of the Preferred Stock.

          SBC's Restated Certificate of Incorporation
currently authorizes the issuance of 10,000,000 preferred
shares, par value $1.00 per share, issuable in series (the
"Preferred Stock").  SBC's Board of Directors is authorized to
approve the issuance of one or more series of Preferred Stock
and to fix the number of shares, the designations, the
relative rights and the limitations of any such series without
further authorization of the stockholders of the Corporation. 
At October 31, 1994, no shares of Preferred Stock were
outstanding, but the Corporation has designated 4,000,000
shares of Preferred Stock as Series A Junior Participating
Preferred Stock issuable pursuant to a Rights Agreement (the
"Rights Agreement").  See "Description of Rights" and
"Description of Series A Preferred Stock".

          Each series of the Preferred Stock shall have the
dividend, liquidation, redemption and voting rights provided
in the applicable Prospectus Supplement.  The applicable
Prospectus Supplement will describe the following terms of the
series of Preferred Stock in respect of which this Prospectus
is being delivered:  (i) the designation and stated value per
share of such Preferred Stock and the number of shares
offered; (ii) the amount of liquidation preference per share;
(iii) the initial public offering price at which such
Preferred Stock will be issued; (iv) the dividend rate (or
method of calculation), the dates on which dividends shall be
payable and the dates from which dividends shall commence to
cumulate, if any; (v) any redemption or sinking fund
provisions; (vi) any conversion or exchange rights;
(vii) whether the Corporation has elected to offer Depositary
Shares as described below under "Description of Depositary
Shares"; and (viii) any additional voting, dividend,
liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions.

<PAGE>
<PAGE> 15


          The holders of Preferred Stock will have no
preemptive rights.  Preferred Stock, upon issuance against
full payment of the purchase price therefor, will be fully
paid and nonassessable.  Neither the par value nor the
liquidation preference is indicative of the price at which the
Preferred Stock will actually trade on or after the date of
issuance.  The applicable Prospectus Supplement will contain a
description of certain United States Federal income tax
consequences relating to the purchase and ownership of the
series of Preferred Stock offered by such Prospectus
Supplement.

          As described under "Description of Depositary
Shares," the Corporation may, at its option, elect to offer
depositary shares ("Depositary Shares") evidenced by
depositary receipts ("Depositary Receipts"), each representing
a fractional interest (to be specified in the Prospectus
Supplement relating to the particular series of the Preferred
Stock) in a share of the particular series of the Preferred
Stock issued and deposited with a Depositary (as defined
below).

          The transfer agent for each series of Preferred
Stock will be described in the applicable Prospectus
Supplement.

<PAGE>
<PAGE> 16


               DESCRIPTION OF DEPOSITARY SHARES

GENERAL

          The Corporation may, at its option, elect to offer
fractional shares of Preferred Stock, rather than full shares
of Preferred Stock.  In the event such option is exercised,
the Corporation will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to
be set forth in the Prospectus Supplement relating to a
particular series of Preferred Stock) of a share of a
particular series of Preferred Stock as described below.

          The shares of any series of Preferred Stock
represented by Depositary Shares will be deposited under a
Deposit Agreement (the "Deposit Agreement") between the
Corporation and a bank or trust company selected by the
Corporation having its principal office in the United States
and having a combined capital and surplus of at least
$50,000,000 (the "Depositary").  Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be
entitled, in proportion to the applicable fraction of a share
of Preferred Stock represented by such Depositary Share, to
all the rights and preferences of the Preferred Stock
represented thereby (including dividend, voting, redemption,
conversion and liquidation rights).

          The Depositary Shares will be evidenced by
Depositary Receipts issued pursuant to the Deposit Agreement. 
Depositary Receipts will be distributed to those persons
purchasing the fractional shares of Preferred Stock in
accordance with the terms of the offering.  Copies of the
forms of Deposit Agreement and Depositary Receipts will be
filed as exhibits to, or incorporated by reference in, the
Registration Statement of which this Prospectus is a part, and
the following summary is qualified in its entirety by
reference to such exhibits.

          Pending the preparation of definitive engraved
Depositary Receipts, the Depositary may, upon the written
order of the Corporation, issue temporary Depositary Receipts
substantially identical to (and entitling the holders thereof
to all the rights pertaining to) the definitive Depositary
Receipts but not in definitive form.  Definitive Depositary
Receipts will be prepared thereafter without unreasonable
delay, and temporary Depositary Receipts will be exchangeable
for definitive Depositary Receipts at the Corporation's
expense.

          Upon surrender of Depositary Receipts at the
principal office of the Depositary (unless the related
Depositary Shares have previously been called for redemption),
the owner of the Depositary Shares evidenced thereby is
entitled to delivery at such office, to or upon his order, of
the number of whole shares of Preferred Stock and any money or
other property represented by such Depositary Shares.  Partial
shares of Preferred Stock will not be issued.  If the
Depositary Receipts delivered by the holder evidence a number
of Depositary Shares in excess of the number of Depositary
Shares representing a number of whole shares of Preferred
Stock to be withdrawn, the Depositary will deliver to such
holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.  Holders of shares of
Preferred Stock thus withdrawn will not thereafter be entitled
to deposit such shares under the Deposit Agreement or to
receive Depositary Shares therefor.  The Corporation does not
expect that there will be any public trading market for
withdrawn shares of Preferred Stock.

<PAGE>
<PAGE> 17


DIVIDENDS AND OTHER DISTRIBUTIONS

          The Depositary will distribute all cash dividends or
other cash distributions received in respect of the Preferred
Stock to the record holders of Depositary Shares relating to
such Preferred Stock in proportion to the numbers of such
Depositary Shares owned by such holders.  The Depositary shall
distribute only such amount, however, as can be distributed
without attributing to any holder of Depositary Shares a
fraction of one cent and any balance not so distributed shall
be added to and treated as part of the next sum received by
the Depositary for distribution to record holders of
Depositary Shares.

          In the event of a distribution other than in cash,
the Depositary will distribute property received by it to the
record holders of Depositary Shares entitled thereto, unless
the Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with the
approval of the Corporation, sell such property and distribute
the net proceeds from such sale to such holders.

REDEMPTION OF DEPOSITARY SHARES

          If a series of Preferred Stock represented by
Depositary Shares is subject to redemption, the Depositary
Shares will be redeemed from the proceeds received by the
Depositary resulting from the redemption, in whole or in part,
of such series of Preferred Stock held by the Depositary.  The
Depositary shall mail notice of redemption not less than 30
nor more than 60 days prior to the date fixed for redemption
to the record holders of the Depositary Shares to be so
redeemed at their respective addresses appearing in the
Depositary's books.  The redemption price per Depositary Share
will be equal to the applicable fraction of the redemption
price per share payable with respect to such series of the
Preferred Stock.  Whenever the Corporation redeems shares of
Preferred Stock held by the Depositary, the Depositary will
redeem as of the same redemption date the number of Depositary
Shares representing shares of Preferred Stock so redeemed.  If
less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or
pro rata as may be determined by the Depositary.

          After the date fixed for redemption, the Depositary
Shares so called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the Depositary
Shares will cease, except the right to receive the monies
payable upon such redemption and any money or other property
to which the holders of such Depositary Shares were entitled
upon such redemption upon surrender to the Depositary of the
Depositary Receipts evidencing such Depositary Shares.

VOTING THE PREFERRED STOCK

          Upon receipt of notice of any meeting at which the
holders of the Preferred Stock are entitled to vote, the
Depositary will mail the information contained in such notice
of meeting to the record holders of the Depositary Shares
relating to such Preferred Stock.  Each record holder of such
Depositary Shares on the record date (which will be the same
date as the record date for the Preferred Stock) will be
entitled to instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of the Preferred Stock
represented by such holder's Depositary Shares.  The
Depositary will endeavor, insofar as practicable, to vote the
amount of the Preferred Stock represented by such Depositary
Shares in accordance with such instructions, and the
Corporation will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary
to do so.  The Depositary will 

<PAGE>
<PAGE> 18


abstain from voting shares of the Preferred Stock to the extent 
it does not receive specific instructions from the holders of 
the Depositary Shares representing such Preferred Stock.

CONVERSION OR EXCHANGE

          Whenever the Corporation converts all of the shares
of a particular series of Preferred Stock held by the Depositary 
into other Preferred Stock or Common Stock or exchanges all such 
shares for securities of another issuer, the Depositary will 
convert or exchange as of the same date all Depositary Shares 
representing the shares of the Preferred Stock so converted or 
exchanged, provided that the Corporation shall have deposited 
with the Depositary the other Preferred Stock, Common Stock or 
other securities into or for which all such shares of Preferred 
Stock are to be converted or exchanged.  The exchange rate per 
Depositary Share shall be equal to the exchange rate per share 
of Preferred Stock multiplied by the fraction of a share of 
Preferred Stock represented by one Depositary Share, plus all 
money and other property, if any, represented by such Depositary 
Shares, including all amounts paid by the Corporation in respect of
dividends which on the exchange date have accrued on the shares of 
Preferred Stock to be so converted or exchanged and have not 
theretofore been paid.

          The Depositary Shares, as such, are not convertible or 
exchangeable into other Preferred Stock, Common Stock, securities 
of another issuer or any other securities or property of the 
Corporation.  Nevertheless, if so specified in the applicable 
Prospectus Supplement, the Depositary Receipts may be surrendered 
by holders thereof to the Depositary with written instructions to 
the Depositary to instruct the Corporation to cause conversion of 
the Preferred Stock represented by the Depositary Shares evidenced 
by such receipts into other shares of Preferred Stock or Common 
Stock of the Corporation or exchange of such Preferred Stock for
securities of another issuer, as the case may be, and the
Corporation has agreed that upon receipt of such instructions and 
any amounts payable in respect thereof, it will cause the 
conversion or exchange thereof utilizing the same procedures as 
those provided for delivery of Preferred Stock to effect such 
conversion or exchange.  If the Depositary Shares represented by 
a Depositary Receipt are to be converted in part only, a new 
Depositary Receipt or Receipts will be issued for any Depositary 
Shares not to be converted or exchanged.

TAXATION

          Owners of the Depositary Shares will be treated for
Federal income tax purposes as if they were owners of the series 
of Preferred Stock represented by such Depositary Shares and, 
accordingly, will be entitled to take into account for Federal 
income tax purposes income and deductions to which they would 
be entitled if they were holders of such series of Preferred 
Stock.  In addition, (i) no gain or loss will be recognized for 
Federal income tax purposes upon the withdrawal of Preferred 
Stock in exchange for Depositary Shares as provided in the 
Deposit Agreement, (ii) the tax basis of each share of Preferred 
Stock to an exchanging owner of Depositary Shares will, upon 
such exchange, be the same as the aggregate tax basis of the 
Depositary Shares exchanged therefor and (iii) the holding period 
for shares of the Preferred Stock in the hands of an exchanging 
owner of Depositary Shares who held such Depositary Shares as a 
capital asset at the time of the exchange thereof for Preferred 
Stock will include the period during which such person owned 
such Depositary Shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

          The form of Depositary Receipt evidencing the Depositary 
Shares and any provision of the Deposit Agreement may at any time 
be amended by agreement between the Corporation and the 
<PAGE>
<PAGE> 19


Depositary.  However, any amendment which materially and
adversely alters the rights of the holders of Depositary Shares 
will not be effective unless such amendment has been approved 
by the holders of at least a majority of the Depositary Shares 
then outstanding.  The Deposit Agreement may be terminated by 
the Corporation or the Depositary only if (i) all outstanding 
Depositary Shares have been redeemed or (ii) there has been a 
final distribution in respect of the Preferred Stock in 
connection with any liquidation, dissolution or winding up of 
the Corporation and such distribution has been distributed to 
the holders of Depositary Receipts.

CHARGES OF DEPOSITARY

          The Corporation will pay all transfer and other taxes 
and governmental charges arising solely from the existence of 
the depositary arrangements.  The Corporation will pay charges 
of the Depositary in connection with the initial deposit of the 
Preferred Stock and any redemption of the Preferred Stock.  
Holders of Depositary Receipts will pay other transfer and other 
taxes and governmental charges and such other charges as are 
expressly provided in the Deposit Agreement to be for their accounts.

MISCELLANEOUS

          The Depositary will forward to the holders of Depositary 
Shares all reports and communications from the Corporation which 
are delivered to the Depositary and which the Corporation is 
required to furnish to the holders of the Preferred Stock.

          Neither the Depositary nor the Corporation will be
liable if it is prevented or delayed by law or any circumstance 
beyond its control in performing its obligations under the 
Deposit Agreement.  The obligations of the Corporation and the 
Depositary under the Deposit Agreement will be limited to 
performance in good faith of their duties thereunder and they 
will not be obligated to prosecute or defend any legal 
proceeding in respect of any Depositary Shares or Preferred 
Stock unless satisfactory indemnity is furnished.  They may rely 
upon written advice of counsel or accountants, or information 
provided by persons presenting Preferred Stock for deposit, 
holders of Depositary Receipts or other persons believed to be 
competent and on documents believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

          The Depositary may resign at any time by delivering
to the Corporation notice of its election to do so, and the
Corporation may at any time remove the Depositary, any such
resignation or removal to take effect upon the appointment of
a successor Depositary and its acceptance of such appointment. 
Such successor Depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and
must be a bank or trust company having its principal office in
the United States and having a combined capital and surplus of
at least $50,000,000.

                  DESCRIPTION OF COMMON STOCK

          SBC's Restated Certificate of Incorporation
currently authorizes the issuance of 1,100,000,000 shares of
Common Stock.  As of October 31, 1994, there were outstanding
599,654,873 shares of Common Stock (as well as 299,827,436.5
Rights to Purchase Series A Preferred Stock pursuant to the
Rights Agreement) (each as defined below). See "Description of
Rights".

<PAGE>
<PAGE> 20


          The Common Stock is listed on the NYSE, the Chicago
Stock Exchange and the Pacific Stock Exchange under the symbol
"SBC".

          The holders of Common Stock are entitled to participate 
equally in dividends when and as such dividends are declared by 
the SBC Board of Directors out of funds legally available therefor.

          The holders of Common Stock are entitled to one vote for 
each share held on all matters voted on by stockholders, including 
election of directors.  The holders of Common Stock do not have 
any conversion, redemption, preemptive or cumulative  voting rights.  
In the event of the dissolution, liquidation or winding up of SBC, 
holders of Common Stock are entitled to share ratably in any assets 
remaining after the satisfaction in full of the prior rights of 
creditors, including holders of SBC's indebtedness, and the 
aggregate liquidation preference of any Preferred Stock then 
outstanding.

          All outstanding shares of Common Stock are, and any
shares of Common Stock offered hereby upon issuance will be,
fully paid and nonassessable.

          The Bylaws of the Corporation provide that the Board
of Directors shall be divided into three classes each consisting 
of an equal, or as nearly equal as possible, number of Directors.  
The terms of each class will expire in succeeding years.  It will, 
therefore, require elections in three consecutive years to reelect 
or to replace the entire Board of Directors.  The Bylaws of the 
Corporation also provide that certain business combinations must 
be approved by an affirmative vote of the holders of two-thirds of 
the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the
"Voting Stock").  A "business combination" subject to this vote of 
approval is defined to include certain mergers or consolidations; 
certain sales, leases, exchanges, or mortgages of property in 
excess of $10,000,000 fair market value; any plan or proposal for 
liquidation or dissolution of the Corporation, and certain 
reclassifications of securities or recapitalization of the 
Corporation to which a stockholder beneficially owning more than 
ten percent of the voting stock (an "Interested Stockholder") 
or any affiliate of an Interested Stockholder is a party.  The 
two-thirds vote of approval is not required if the business 
combination is approved by a majority of Directors not affiliated 
with any Interested Stockholder or if the consideration received 
by the other stockholders upon the consummation of the business
combination reflects a fair value (which is determined by formulae 
set forth in the Bylaws) for their interest in the Corporation and 
certain other requirements are met, including maintenance of 
dividends during the business combination and the furnishing of 
information to the stockholders of the Corporation.

          The Certificate of Incorporation of the Corporation
requires a two-thirds affirmative vote of the shareholders to
amend any Bylaw which provides for the maximum number of Directors 
on the Board, for a classified Board with staggered items of 
office or for approval by the shareholders or by the Board of 
Directors of any business combination.  The Certificate of 
Incorporation also requires that shareholders representing at 
least two-thirds of the total number of shares of the Corporation 
must sign a written consent of any action without a meeting of 
the shareholders.  Reference is hereby made to the Certificate 
of Incorporation and the Bylaws of the Corporation which are 
incorporated by reference as exhibits to the Registration Statement 
of which this Prospectus is a part.

          The provisions described in the foregoing two paragraphs, as 
well as the provisions of the Rights Agreement described under 
"Description of Rights" below, may tend to defer any potential 
unfriendly tender offers or other efforts to obtain control of the 
Corporation.  On the other hand, these provisions will tend to assure 
continuity of management and corporate policies and tend to induce any 
<PAGE>
<PAGE> 21


persons seeking control of the Corporation or a business 
combination with the Corporation to negotiate on terms acceptable 
to the then elected Board of Directors of the Corporation.

          The transfer agent for the Common Stock is The Bank
of New York, Church Street Station, P.O. Box 11272, New York,
New York 10277-0123.


                     DESCRIPTION OF RIGHTS

THE RIGHTS AGREEMENT

          The information set forth below summarizes certain of 
the provisions of the Rights Agreement incorporated by reference 
as an exhibit to the Registration Statement of which this 
Prospectus is a part.  Such information is qualified in its 
entirety by reference to such exhibit.  See "Available Information."

          On January 27, 1989, the Board of Directors of SBC
declared a dividend distribution of one right (a "Right") for
each outstanding share of Common Stock to shareholders of record 
at the close of business on February 16, 1989.  After giving 
effect to a stock split in May 1993, effected in the form of a 
stock dividend, each share of Common Stock also represents one-half 
of a Right.  Each Right entitles the registered holder to purchase 
from SBC a unit consisting of one one-hundredth of a share (a "Unit") 
of Series A Junior Participating Preferred Stock, par value $1.00 
per share (the "Series A Preferred Stock"), at a purchase price of 
$160 per Unit, subject to adjustment (the "Purchase Price").  The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between SBC and The Bank of
New York, as successor Rights Agent.

          Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no 
separate certificate representing the Rights (the "Rights 
Certificates") will be distributed.  The Rights will separate from 
the Common Stock and a distribution date (the "Distribution Date") 
will occur upon the earliest of any of the following events:

          (A) 10 business days following a public announcement 
     that a person or group of affiliated or associated persons 
     (an "Acquiring Person") has acquired, or obtained the right 
     to acquire (the "Stock Acquisition Date"), beneficial 
     ownership of 20% or more of the shares of Common Stock then
     outstanding;

          (B) 10 business days following the commencement of a 
     tender offer or exchange offer that would result in a person 
     or group beneficially owning 20% or more of such outstanding 
     shares of Common Stock;

          (C) 10 days after the Board of Directors of SBC
     determines that any person, alone or together with its 
     affiliates and associates, has become the beneficial owner 
     of an amount of Common Stock which the SBC Board of Directors 
     determines to be substantial (which amount shall in no event 
     be less than 10% of the shares of Common Stock outstanding)
     and at least a majority of the independent directors, after 
     reasonable inquiry and investigation, including consultation 
     with such persons as such directors shall deem appropriate,
     determines that (i) beneficial ownership by such person is 
     intended to cause SBC to repurchase the Common Stock 
     beneficially owned by such person or to cause 

<PAGE>
<PAGE> 22

     pressure on SBC to take action or enter into a
     transaction or series of transactions intended to provide
     such person with short-term financial gain under
     circumstances where the SBC Board of Directors determines
     that the best long-term interests of SBC and its
     shareowners would not be served by taking such action or
     entering into such transactions or series of transactions
     at that time or (ii) beneficial ownership by such person
     is causing or reasonably likely to cause a material
     adverse impact (including, but not limited to, impairment
     of relationships with customers or regulators or
     impairment of SBC's ability to maintain its competitive
     position) on the business or prospects of SBC (any such
     person being referred to herein and in the Rights
     Agreement as an "Adverse Person").

          Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after February 16,
1989 will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.  Pursuant to the
Rights Agreement, SBC reserves the right to require that, upon
any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.

          The Rights are not exercisable until the
Distribution Date and will expire at the close of business on
January 27, 1999, unless they are earlier redeemed by SBC or
expire in accordance with other provisions of the Rights
Agreement as described below.

          As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.  Except as otherwise determined by
the SBC Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.

          In the event that, at any time following the
Distribution Date, (i) a Person becomes the beneficial owner
(except pursuant to a Flip-Over Event, as described below, or
an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair to and otherwise in
the best interests of SBC and its shareowners) of more than
20% of the then outstanding shares of Common Stock, or (ii) a
Person becomes an Adverse Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Series A
Preferred Stock (or, in certain circumstances, cash, property
or other securities of SBC) having a value equal to two times
the Purchase Price of the Right.  Notwithstanding any of the
foregoing, following the occurrence of any of the events set
forth in this paragraph ("Flip-In Events"), all Rights that
are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or
an Adverse Person will be null and void.  However, Rights are
not exercisable following the occurrence of either of the
Flip-In Events set forth above until such time as the Rights
are no longer redeemable by SBC as set forth below.

          For example, at a Purchase Price of $160 per Right,
each Right not owned by an Acquiring Person or by an Adverse
Person (or by certain related parties) following Flip-In
Events set forth in the preceding paragraph would entitle its
holder to purchase $320 worth of Common Stock (or other
consideration, as noted above) for $160.  Assuming that the
Common Stock had a per share value of $40 at such time, the
holder of each valid Right would be entitled to purchase 8
shares of Common Stock for $160.

<PAGE>
<PAGE> 23

          Following the occurrence of any of the Flip-In Events set forth 
above, subject to applicable law, the SBC Board of Directors may determine 
to exchange for any or all Rights (other than Rights held by the Acquiring 
Person or Adverse Person and certain transferees) Common Stock with a value 
equal to the Right's Purchase Price or substitute value in the form of cash, 
property, debt or equity securities, or any combination of the foregoing.  
Such exchange shall be on a pro rata basis if less than all Rights are to be 
exchanged, and holders of Rights pay no consideration (other than delivery 
of the Right) in such exchange.

          In the event that, at any time following the Stock Acquisition 
Date, (i) SBC is acquired in a merger or other business combination 
transaction in which SBC is not the surviving corporation (other than 
certain mergers following a fair offer described in the third preceding 
paragraph), or (ii) more than 50% of SBC's assets, cash flow or earning 
power is sold or transferred (events (i) and (ii) are referred to as 
"Flip-Over Events" and together with Flip-In Events, the "Triggering 
Events") each holder of a Right which has not yet been exercised (except 
Rights which previously have been voided as set forth above) shall 
thereafter have the right to receive, upon exercise, common stock of the 
acquiring company having a value equal to two times the Purchase Price of 
the Right.

          The Purchase Price payable, and the number of Units of Series A 
Preferred Stock or other securities or property issuable, upon exercise of 
the Rights are subject to adjustment from time to time to prevent dilution 
(i) in the event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Series A Preferred Stock, (ii) if holders of the 
Series A Preferred Stock are granted certain rights or warrants to subscribe 
for Series A Preferred Stock or convertible securities at less than the 
current market price of Series A Preferred Stock, or (iii) upon the 
distribution to holders of the Series A Preferred Stock of evidence of 
indebtedness or assets (excluding regular quarterly cash dividends) or of 
subscription rights or warrants (other than those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will 
be required until cumulative adjustments amount to at least 1% of the 
Purchase Price.  No fractional Units will be issued and, in lieu thereof, 
an adjustment in cash will be made based on the market price of the Series A 
Preferred Stock on the last trading date prior to the date of exercise.

          In general, at any time until 10 business days following the Stock 
Acquisition Date, or such later date as the SBC Board of Directors may 
designate, SBC may redeem the Rights in whole, but not in part, at a price 
of $.05 per Right (payable in cash, Common Stock or other consideration 
deemed appropriate by the SBC Board of Directors).  Under certain 
circumstances set forth in the Rights Agreement, the decision to redeem 
the Rights shall require the concurrence of a majority of the Continuing 
Directors.  Immediately upon the action of the SBC Board of Directors 
ordering redemption of the Rights (with, where required, the concurrence of 
the Continuing Directors) the Rights will terminate and the only right of 
the holders of Rights will be to receive the $.05 redemption price.

          The term "Continuing Directors" means any member of the Board of 
Directors of SBC who was a member of the Board prior to the date of the 
Rights Agreement, and any person who is subsequently elected to the Board 
if such person is recommended or approved by a majority of the Continuing 
Directors, but shall not include an Acquiring Person, Adverse Person or an 
affiliate or associate of an Acquiring Person or Adverse Person, or any 
representative of the foregoing entities.

          Until a Right is exercised, the holder thereof, as such, will have 
no rights as a shareowner of SBC, including, without limitation, the right to 
vote or to receive dividends.  While the distribution 
<PAGE>
<PAGE> 24


of the Rights will not be taxable to shareowners or to SBC,
shareowners may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable
for Series A Preferred Stock (or for other consideration) or
for common stock of the acquiring company as set forth above.

          Other than those provisions relating to the
principal economic terms of the Rights, any of the provisions
of the Rights Agreement may be amended by the SBC Board of
Directors prior to the Distribution Date.  After the
Distribution Date, the provisions of the Rights Agreement may
be amended by the Board (in certain circumstances, with the
concurrence of the Continuing Directors) in order to cure any
ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person or Adverse Person), or to shorten or lengthen
any time period under the Rights Agreement.

DESCRIPTION OF SERIES A PREFERRED STOCK

          The information set forth below summarizes certain
of the provisions of the Series A Junior Participating
Preferred Stock (the "Series A Preferred Stock") of the
Corporation.  Such information is qualified in its entirety by
reference to the terms of the Series A Preferred Stock set
forth in the Corporation's Restated Certificate of
Incorporation, which has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.

          In connection with the Rights Agreement, the Board
of Directors of the Corporation has authorized the issuance of
up to 4,000,000 shares of Series A Preferred Stock.  See
"Rights Agreement."  Upon issuance, each share of Series A
Preferred Stock is entitled to quarterly cash dividends equal
to the greater of $5 or 200 times (subject to antidilution
adjustments for stock dividends and stock splits) the
aggregate value of all dividends or other distributions
declared on the Common Stock (other than distributions of
Common Stock) since the last quarterly dividend payment date. 
The Series A Preferred Stock is not redeemable by the
Corporation.

          Each share of Series A Preferred Stock is entitled
to 200 votes (subject to antidilution adjustments) on all
matters submitted to a vote of the shareholders of the
Corporation, voting together as one class with the Common
Stock.  In addition, if at any time dividends in an amount
equal to six quarterly dividend payments shall have accrued
and be unpaid, the Board of Directors shall be increased by
two directors and holders of the Series A Preferred Stock
shall have the right to elect two members to the Board of
Directors until dividends on the Series A Preferred Stock have
been declared and paid or set apart for payment.  Except as
required by applicable law, holders of Series A Preferred
Stock have no other special voting rights.  Whenever dividends
or distributions on the Series A Preferred Stock are in
arrears, the Corporation is prohibited from declaring or
paying dividends or distributions on, and the Corporation and
any subsidiary are prohibited from redeeming or acquiring for
value, any stock ranking junior as to dividends or upon
liquidation.  During any such arrearage, the Corporation may
declare or pay dividends on stock ranking on a parity with the
Series A Preferred Stock as to dividends or upon liquidation
only if declared or paid ratably with the Series A Preferred
Stock.  During any such arrearage, the Corporation and any
subsidiary are prohibited from redeeming or acquiring for
value any such parity stock or any Series A Preferred Stock,
except pursuant to an exchange of parity stock for stock
ranking junior to the Series A Preferred Stock or pursuant to
a purchase offer to the Series A Preferred Stock and holders
of parity stock on terms the Board of Directors determines to
be fair and equitable.

<PAGE>
<PAGE> 25


          The Series A Preferred Stock ranks junior to all
other series of the Corporation's preferred stock as to the
payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.

          Upon any liquidation, dissolution or winding up of
the Corporation, the Series A Preferred Stock is entitled to a
liquidation preference of $100 per share plus any accrued but
unpaid dividends, subject to the prior rights of any series of
preferred stock ranking in liquidation senior to the Series A
Preferred Stock.  In the event of any shortfall in the assets
available for distribution, any such liquidating distribution
shall be made ratably to the Series A Preferred Stock and any
other series of preferred stock ranking on a parity in
proportion to their relative liquidation preferences. 
Following such payment, no additional liquidating
distributions may be made on the Series A Preferred Stock
until each share of Common Stock shall have received $0.50
(subject to antidilution adjustments).  Thereafter, any
remaining assets shall be distributed to each share of Series
A Preferred Stock and each share of Common Stock in the ratio
of 200 to 1 (subject to antidilution adjustments).


                     PLAN OF DISTRIBUTION

GENERAL

          The Corporation or Capital may sell the Securities
being offered hereby:  (i) directly to purchasers,
(ii) through agents, (iii) through dealers, (iv) through
underwriters, or (v) through a combination of any such methods
of sale.

          The distribution of the Securities may be effected
from time to time in one or more transactions either (i) at a
fixed price or prices, which may be changed, (ii) at market
prices prevailing at the time of sale, (iii) at prices related
to such prevailing market prices, or (iv) at negotiated
prices.

          Offers to purchase Securities may be solicited
directly by the Corporation or Capital or by agents designated
by the Corporation or Capital from time to time.  Any such
agent, which may be deemed to be an underwriter as that term
is defined in the Securities Act, involved in the offer or
sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the
Corporation or Capital to such agent will be set forth in the
Prospectus Supplement relating to the offering of such
Securities.  Unless otherwise indicated in the applicable
Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.

          If a dealer is utilized in the sale of the
Securities in respect of which this Prospectus is delivered,
the Corporation or Capital will sell such Securities to the
dealer, as principal.  The dealer, which may be deemed to be
an underwriter as that term is defined in the Securities Act,
may then resell such Securities to the public at varying
prices to be determined by such dealer at the time of resale.

          If an underwriter or underwriters are utilized in
the sale, the Corporation or Capital will execute an
underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters will be set
forth in the applicable Prospectus Supplement, which will be
used by the underwriters to make resales of the Securities in
respect of which this Prospectus is delivered to the public.

<PAGE>
<PAGE> 26


          Underwriters, dealers, agents and other persons may
be entitled, under agreements which may be entered into with
the Corporation or Capital, to indemnification against certain
civil liabilities, including liabilities under the Securities
Act.

DELAYED DELIVERY ARRANGEMENTS

          If so indicated in the Prospectus Supplement, the
Corporation or Capital will authorize underwriters, dealers or
other persons acting as agents of the Corporation or Capital
to solicit offers by certain institutions to purchase
Securities from the Corporation or Capital pursuant to
contracts providing for payment and delivery on a future date
or dates.  Institutions with which such contracts may be made
include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and
charitable institutions and others, but in all cases such
institutions must be approved by the Corporation or Capital. 
The obligations of any purchaser under any such contract will
not be subject to any conditions except that (a) the purchase
of the Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (b) if the Securities are also being
sold to underwriters, the Corporation or Capital shall have
sold to such underwriters the Securities not sold for delayed
delivery.  The underwriters, dealers and such other persons
will not have any responsibility in respect of the validity or
performance of such contracts.


                        LEGAL OPINIONS

          The validity of the Securities of the Corporation
offered hereby and of the Support Agreement will be passed
upon for the Corporation by Mr. James D. Ellis, Senior
Executive Vice President and General Counsel of the
Corporation, and for any underwriters, dealers or agents by
Sullivan & Cromwell, New York, New York.  The validity of the
Debt Securities of Capital offered hereby and of the Support
Agreement will be passed upon for Capital by Mr. William J.
Free, Secretary of Capital and its counsel, and for any
underwriters, dealers or agents by Sullivan & Cromwell, New
York, New York.  As of November 30, 1994, Mr. Ellis owned
44,783 shares of SBC stock and options to purchase 129,187
shares of SBC stock, and Mr. Free owned 12,494 shares of SBC
stock and options to purchase 52,951 shares of SBC stock.


                            EXPERTS

          The consolidated financial statements and financial
statement schedules included or incorporated by reference in
SBC's Annual Report on Form 10-K for the year ended December
31, 1993, and incorporated by reference in this prospectus and
registration statement, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports included
and incorporated by reference in SBC's Annual Report on Form
10-K.  Such consolidated financial statements and financial
statement schedules have been incorporated by reference in
reliance upon such reports given upon the authority of Ernst &
Young LLP as experts in accounting and auditing.

<PAGE>
<PAGE> 27

                            PART II

            INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.


 Securities and Exchange Commission 
   Filing Fee  . . . . . . . . . . . . . . . .  $1,034,490 
 Legal Fees and Expenses . . . . . . . . . . .      75,000*
 Fees and Expenses of Trustee  . . . . . . . .      20,000*
 Accountants' Fees and Expenses  . . . . . . .      65,000*
 Blue Sky Fees and Expenses  . . . . . . . . .      50,000*
 Miscellaneous Expenses  . . . . . . . . . . .     317,000
      Total  . . . . . . . . . . . . . . . . .  $1,561,490*
[FN]
*Estimated.


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law
("DGCL") permits a corporation to indemnify its directors and
officers against expenses (including attorneys' fees),
judgments, fines and amount paid in settlements actually and
reasonably incurred by them in connection with any action,
suit or proceeding brought by third parties, if such directors
or officers acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reason to believe their conduct
was unlawful.  In a derivative action, i.e., only by or in the
right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an
action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable
to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are
fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

          SBC's Bylaws provide that SBC shall indemnify any
person who was or is a party or is threatened to made a party
to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action or suit
by or in the right of SBC) by reason of the fact that such
person is or was a director, officer, employee or agent of SBC
or is or was serving at the request of SBC as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or
proceeding, but in each case only if and to the extent
permitted under applicable state or federal law.

<PAGE>
<PAGE> 28


          SBC's Bylaws further state that the indemnification
provided therein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, and shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, and personal representatives of such a person.

          The SBC Restated Certificate of Incorporation
provides that no director of SBC shall be liable to SBC or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (1) for any breach of the
director's duty of loyalty to SBC or its stockholders; (2) for
acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (3)
under Section 174 of the DGCL; or (4) for any transaction from
which a director derived an improper benefit. 

          The bylaws of Capital provide that Capital shall
indemnify, and advance expenses to, any director, officer
employee or agent of Capital or any person serving as a
director or officer of any other entity at the request of
Capital to the fullest extent permitted by law. 

          Pursuant to agreements which may be entered into by
SBC and Capital, underwriters may agree to indemnify and hold
harmless SBC and Capital, each of its directors, each of its
officers who signed the Registration Statement and any person
who controls SBC or Capital within the meaning of the
Securities Act from and against certain civil liabilities,
including liabilities under the Securities Act.

ITEM 16.  EXHIBITS.

          The exhibits identified in parentheses below, on
file with the Securities and Exchange Commission, are
incorporated herein by reference as exhibits hereto.

Exhibit
Number 

1-a  Form of Underwriting Agreement for Debt Securities issued
     by the Corporation.

1-b  Form of Underwriting Agreement for Preferred Stock and/or
     Depositary Shares (to be filed by post-effective
     amendment or incorporated by reference herein prior to
     the issuance of Preferred Stock and/or Depositary
     Shares).

1-c  Form of Underwriting Agreement for Common Stock (to be
     filed by post-effective amendment or incorporated by
     reference herein prior to the issuance of Common Stock).

1-d  Form of Selling Agency Agreement for Debt Securities
     issued by Capital (Exhibit 1-b to Registration Statement
     No. 33-45490).

1-e  Form of Underwriting Agreement for Debt Securities issued
     by Capital. 

4-a  Form of Indenture, dated as of November 1, 1994, between
     Southwestern Bell Corporation and The Bank of New York,
     Trustee.  The form or forms of Debt Securities with
     respect to each particular series of Debt Securities will
     be filed as an exhibit to a Current Report on Form 8-K of
     Southwestern Bell Corporation and incorporated herein by
     reference.

<PAGE>
<PAGE> 29


4-b  Restated Certificate of Incorporation, as amended to date
     (Exhibit 3-a to Form 8A/A, dated June 22, 1994, File 1-
     8610). 

4-c  By-Laws, as amended to date (Exhibit 3-b to the quarterly
     Report on Form 10-Q for the second quarter 1991, File 1-
     8610). 

4-d  Rights Agreement (executed in the form as filed), dated
     as of January 27, 1989, between Southwestern Bell
     Corporation and American Transtech, Inc., the Rights
     Agent, which includes as Exhibit B thereto the Form of
     Rights Certificate (Exhibit 4-a to Form 8-A, dated
     February 9, 1989, File 1-8610).

4-e  Amendment of Rights Agreement (executed in the form as
     filed), dated as of August 5, 1992, between Southwestern
     Bell Corporation, American Transtech, Inc., and The Bank
     of New York, the successor Rights Agent, which includes
     the Form of Rights Certificate as an attachment
     identified as Exhibit B (Exhibit 4-a to Form 8-K, dated
     August 7, 1992, File 1-8610).

4-f  Form of Rights Certificate (included in the attachment to
     the Amendment of Rights Agreement and identified as
     Exhibit B) (Exhibit 4-b to Form 8-K, dated August 7,
     1992, File 1-8610).

4-g  Second Amendment of Rights Agreement, dated as of June
     15, 1994, between Southwestern Bell Corporation and The
     Bank of New York, as successor Rights Agent (Exhibit 4-e
     to Form 8-A/A, dated June 22, 1994, File 1-8610).

4-h  Form of Deposit Agreement, including form of Depositary
     Receipt for Depositary Shares (to be filed by post-
     effective amendment or incorporated by reference herein
     prior to the issuance of Depositary Shares).

4-i  Indenture, dated as of February 1, 1987, among
     Southwestern Bell Capital Corporation, Southwestern Bell
     Corporation, and The Bank of New York, Trustee (Exhibit
     4-a to Registration Statement No. 2-11669).  The form or
     forms of Debt Securities with respect to each particular
     series of Debt Securities will be filed as an exhibit to
     a Current Report on Form 8-K of Southwestern Bell
     Corporation and incorporated herein by reference.

4-j  First Supplemental Indenture, dated October 1, 1990,
     among Southwestern Bell Capital Corporation, Southwestern
     Bell Corporation and The Bank of New York, Trustee
     (Exhibit 4-a to Form 8-K, dated January 7, 1991,
     File 1-8610).

4-k  Support Agreement between Southwestern Bell Capital
     Corporation and Southwestern Bell Corporation
     (Exhibit 4-b to Registration Statement No. 33-11669).

5-a  Opinion of Mr. James D. Ellis, Senior Executive Vice
     President and General Counsel, Southwestern Bell
     Corporation, as to the validity of the Securities to be
     issued by SBC and the validity of the Support Agreement.

5-b  Opinion of Mr. William J. Free, Secretary of Southwestern
     Bell Capital Corporation, as to the validity of the Debt
     Securities to be issued by Capital and the validity of the Support
     Agreement. 

<PAGE>
<PAGE> 30


12   Computation of Ratio of Earnings to Fixed Charges
     (Exhibit 12 to Form 10-Q for the third quarter 1994, File
     1-8610).

23-a Consent of Ernst & Young LLP, Independent Auditors.

23-b Consent of Mr. James D. Ellis is contained in his opinion
     filed as Exhibit 5-a.

23-c Consent of Mr. William J. Free is contained in his
     opinion filed as Exhibit 5-b. 

24-a Powers of Attorney of SBC.

25-a Form T-1 Statement of Eligibility under the Trust
     Indenture Act of 1939, as amended, of The Bank of New
     York, as Trustee under the Capital Indenture and the SBC
     Indenture.



ITEM 17.  UNDERTAKINGS.

I.   The undersigned registrants hereby undertake:

     (1)  To file, during any period in which offers or sales
          are being made of the securities registered hereby,
          a post-effective amendment to this registration
          statement:

       (i)     to include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

      (ii)     to reflect in the prospectus any facts or
               events arising after the effective date of this
               registration statement (or the most recent
               post-effective amendment thereof) which,
               individually or in the aggregate, represent a
               fundamental change in the information set forth
               in this registration statement;

     (iii)     to include any material information with
               respect to the plan of distribution not
               previously disclosed in this registration
               statement or any material change to such
               information in this registration statement;

          provided, however, that the undertakings set forth
          in paragraphs (i) and (ii) above do not apply if the
          information required to be included in a
          post-effective amendment by those paragraphs is
          contained in periodic reports filed by SBC pursuant
          to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by
          reference in this registration statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered herein, and the offering of such securities
          at that time shall be deemed to be the initial bona
          fide offering thereof.
<PAGE>
<PAGE> 31


     (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     (4)  That, for purposes of determining any liability
          under the Securities Act of 1933, each filing of
          SBC's annual report pursuant to section 13(a) or
          section 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in this
          registration statement shall be deemed to be a new
          registration statement relating to the securities
          offered herein, and the offering of such securities
          at that time shall be deemed to be the initial bona
          fide offering thereof.

II.  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the registrants
     pursuant to the provisions referred to in Item 15 or
     otherwise, the registrants have been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in
     the Securities Act of 1933 and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the registrants of expenses incurred or paid
     by a director, officer or controlling person of the
     registrants in the successful defense of any action, suit
     or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities
     being registered, the registrants will, unless in the
     opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 32


                          SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT AND ISSUER OF SECURITIES AND OBLIGOR PURSUANT
TO THE SUPPORT AGREEMENT CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR
FILING FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN ANTONIO AND
STATE OF TEXAS, ON THE 16TH DAY OF DECEMBER, 1994.

                        SOUTHWESTERN BELL CORPORATION


                        By /s/ Donald E. Kiernan                         
                         
                           Donald E. Kiernan
                           Senior Vice President, Treasurer
                           and Chief Financial Officer


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.

Principal Executive Officer:

     Edward E. Whitacre Jr.* 
     Chairman and Chief Executive Officer

Principal Financial and Accounting Officer:

     Donald E. Kiernan,                 /s/ Donald E. Kiernan
     Senior Vice President, Treasurer   Donald E. Kiernan, as 
     and Chief Financial Officer        attorney-in-fact for
                                        Mr. Whitacre, the Directors
                                        and on his own behalf as 
                                        Principal Financial Officer
                                        and Principal Accounting Officer 

                                        December 16, 1994
Directors:
 Clarence C. Barksdale*          Bobby R. Inman*
 James E. Barnes*                Charles F. Knight*
 Jack S. Blanton*                Sybil C. Mobley*
 August A. Busch, III*           Haskell M. Monroe, Jr.*
 Ruben R. Cardenas*              Carlos Slim Helu*
 Martin K. Eby, Jr.*             Patricia P. Upton*
 Tom C. Frost*                   Edward E. Whitacre, Jr.*
 Jess T. Hay*
               
*by power of attorney

<PAGE>
<PAGE> 33

                          SIGNATURES


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT AND ISSUER OF DEBT SECURITIES CERTIFIES THAT IT
HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN
ANTONIO AND STATE OF TEXAS, ON THE 16TH DAY OF DECEMBER, 1994.

                         SOUTHWESTERN BELL CAPITAL CORPORATION




                         By /s/ Donald E. Kiernan
                           Donald E. Kiernan
                           President

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.


December 16, 1994  By
                         By /s/ Donald E. Kiernan
                           Donald E. Kiernan
                           President, Treasurer and Director (principal
                           executive officer and principal financial 
                           and accounting officer)




                         By /s/ William J. Free
                           William J. Free
                           Senior Vice President, Secretary and
                           Director

<PAGE>
<PAGE> 34


                       INDEX TO EXHIBITS

The exhibits identified in parentheses below, on file with the
Securities and Exchange Commission, are incorporated herein by
reference as exhibits hereto.

Exhibit
Number 

1-a       Form of Underwriting Agreement for Debt Securities
          issued by the Corporation.

1-b       Form of Underwriting Agreement for Preferred Stock
          and/or Depositary Shares (to be filed by post-
          effective amendment or incorporated by reference
          herein prior to the issuance of Preferred Stock
          and/or Depositary Shares).

1-c       Form of Underwriting Agreement for Common Stock (to
          be filed by post-effective amendment or incorporated
          by reference herein prior to the issuance of Common
          Stock).

1-d       Form of Selling Agency Agreement for Debt Securities
          issued by Capital (Exhibit 1-b to Registration
          Statement No. 33-45490).

1-e       Form of Underwriting Agreement for Debt Securities
          issued by Capital. 

4-a       Form of Indenture, dated as of November 1, 1994,
          between Southwestern Bell Corporation and The Bank
          of New York, Trustee.  The form or forms of Debt
          Securities with respect to each particular series of
          Debt Securities will be filed as an exhibit to a
          Current Report on Form 8-K of Southwestern Bell
          Corporation and incorporated herein by reference.

4-b       Restated Certificate of Incorporation, as amended to
          date (Exhibit 3-a to Form 8A/A, dated June 22, 1994,
          File 1-8610). 

4-c       By-Laws, as amended to date (Exhibit 3-b to the
          quarterly Report on Form 10-Q for the second quarter
          1991, File 1-8610). 

4-d       Rights Agreement (executed in the form as filed),
          dated as of January 27, 1989, between Southwestern
          Bell Corporation and American Transtech, Inc., the
          Rights Agent, which includes as Exhibit B thereto
          the Form of Rights Certificate (Exhibit 4-a to Form
          8-A, dated February 9, 1989, File 1-8610).

4-e       Amendment of Rights Agreement (executed in the form
          as filed), dated as of August 5, 1992, between
          Southwestern Bell Corporation, American Transtech,
          Inc., and The Bank of New York, the successor Rights
          Agent, which includes the Form of Rights Certificate
          as an attachment identified as Exhibit B (Exhibit 4-
          a to Form 8-K, dated August 7, 1992, File 1-8610).

4-f       Form of Rights Certificate (included in the
          attachment to the Amendment of Rights Agreement and
          identified as Exhibit B) (Exhibit 4-b to Form 8-K,
          dated August 7, 1992, File 1-8610).

4-g       Second Amendment of Rights Agreement, dated as of
          June 15, 1994, between Southwestern Bell Corporation
          and The Bank of New York, as successor Rights Agent
          (Exhibit 4-e to Form 8-A/A, dated June 22, 1994,
          File 1-8610).

<PAGE>
<PAGE> 35


4-h       Form of Deposit Agreement, including form of
          Depositary Receipt for Depositary Shares (to be
          filed by post-effective amendment or incorporated by
          reference herein prior to the issuance of Depositary
          Shares).

4-i       Indenture, dated as of February 1, 1987, among
          Southwestern Bell Capital Corporation, Southwestern
          Bell Corporation, and The Bank of New York, Trustee
          (Exhibit 4-a to Registration Statement No. 2-11669). 
          The form or forms of Debt Securities with respect to
          each particular series of Debt Securities will be
          filed as an exhibit to a Current Report on Form 8-K
          of Southwestern Bell Corporation and incorporated
          herein by reference.

4-j       First Supplemental Indenture, dated October 1, 1990,
          among Southwestern Bell Capital Corporation,
          Southwestern Bell Corporation and The Bank of
          New York, Trustee (Exhibit 4-a to Form 8-K, dated
          January 7, 1991, File 1-8610).

4-k       Support Agreement between Southwestern Bell Capital
          Corporation and Southwestern Bell Corporation
          (Exhibit 4-b to Registration Statement
          No. 33-11669).

5-a       Opinion of Mr. James D. Ellis, Senior Executive Vice
          President and General Counsel, Southwestern Bell
          Corporation, as to the validity of the Securities to
          be issued by SBC and the validity of the Support Agreement.

5-b       Opinion of Mr. William J. Free, Secretary of
          Southwestern Bell Capital Corporation, as to the
          validity of the Debt Securities to be issued by Capital and the
          validity of the Support Agreement. 

12        Computation of Ratio of Earnings to Fixed Charges
          (Exhibit 12 to Form 10-Q for the third quarter 1994,
          File 1-8610).

23-a      Consent of Ernst & Young LLP, Independent Auditors.

23-b      Consent of Mr. James D. Ellis is contained in his
          opinion filed as Exhibit 5-a.

23-c      Consent of Mr. William J. Free is contained in his
          opinion filed as Exhibit 5-b. 

24-a      Powers of Attorney of SBC.

25-a      Form T-1 Statement of Eligibility under the Trust
          Indenture Act of 1939, as amended, of The Bank of
          New York, as Trustee under the Capital Indenture and
          the SBC Indenture.

