
                                                            Exhibit 3

                                
             RESTATED CERTIFICATE OF INCORPORATION
                               OF
                    SBC COMMUNICATIONS INC.



     SBC Communications Inc., a corporation organized and existing under the 
laws of the State of Delaware, hereby certifies as follows:

   1. The name of the corporation is SBC Communications Inc., and the name 
under which the corporation was originally incorporated was Southwestern 
Bell Corporation.  The date of filing of its original Certificate of 
Incorporation with the Secretary of State was October 5, 1983.

  2.  This Restated Certificate of Incorporation only restates and integrates 
and does not further amend the provisions of the Restated Certificate of 
Incorporation of this corporation as heretofore amended or supplemented 
and there is no discrepancy between those provisions and the provisions
of this Restated Certificate of Incorporation.

  3. The text of the Restated Certificate of Incorporation as amended or 
supplemented heretofore is hereby restated and without further amendments 
or changes to read as herein set forth in full:
                           
                           
                           ARTICLE ONE
     
     
     The name of the corporation is SBC Communications Inc.  
     
                          
                          ARTICLE TWO

     The address of the registered office of the corporation in the State 
of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New 
Castle.  The name of the registered agent of the corporation at such address 
is The Corporation Trust Company.

                          
                          
                          ARTICLE THREE

     
     The purpose of the corporation is to engage in any business, lawful act 
or activity for which corporations may be organized under the General 
Corporation Law of the State of Delaware.

                          
                          
                          ARTICLE FOUR

     The corporation shall have perpetual existence.

                          
                          ARTICLE FIVE
                                
     The aggregate number of shares which the corporation is authorized to 
issue is 2,210,000,000 shares, consisting of 2,200,000,000 common shares 
having a par value of $1 per share and 10,000,000 preferred shares having a 
par value of $1 per share.

    The preferred shares may be issued from time to time in one or more series.
The Board of Directors is authorized to establish by resolution the number of 
preferred shares in each series, the designation thereof, the powers,  
preferences,  and  rights  and  the qualifications, limitations or
restrictions of each series and the variations, if any, as between 
each series.

     No holder of any class or series of shares shall have any preemptive right 
to purchase any additional issue of shares of the corporation of any class 
or series or any security convertible into any class or series of shares.

     In accordance with this Article Five, the Board of Directors has 
designated shares of Preferred Stock with the voting powers, preferences, 
rights, qualifications, limitations, and restrictions as set
forth on Exhibit A hereto.



                          ARTICLE SIX

     The business and affairs of the corporation shall be under direction 
of a Board of Directors. The number of Directors, their terms and the 
manner of their election shall be fixed by the Bylaws of the corporation.  
The Directors need not be elected by written ballot unless required by the 
Bylaws of the corporation.

     No Director of this corporation shall be liable to this corporation 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 the corporation 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 Delaware General 
Corporation Law; or 4) for any transaction from which a Director
derived an improper benefit.

                         
                         ARTICLE SEVEN

     The Board of Directors is expressly authorized to adopt, amend or 
repeal the Bylaws of the corporation, except that any Bylaw of the 
corporation providing for the maximum number of Directors that may 
serve on the Board of Directors, or providing for a classified Board 
of Directors with staggered terms of office or requiring the approval 
by the shareholders or the Board of Directors of any business 
combinations may only be amended or repealed by a two-thirds majority 
vote of the total number of shares of stock of the corporation 
then outstanding and entitled to vote.

                         
                         
                         ARTICLE EIGHT

     Notwithstanding any other provisions of this Certificate of 
Incorporation or the Bylaws of the corporation, no action which is required 
to be taken or which may be taken at any annual or special
meeting of stockholders of the corporation may be taken by written 
consent without a meeting, except where such consent is signed by 
stockholders representing at least two-thirds of the total
number of shares of stock of the corporation then outstanding and 
entitled to vote thereon.

                           
                           
                           ARTICLE NINE

     The corporation reserves the right to amend and repeal any provision 
contained in this Certificate of Incorporation in the manner prescribed 
by the laws of the State of Delaware.  All rights
herein conferred are granted subject to this reservation.

    
    
    4.        This Restated Certificate of Incorporation was duly 
adopted by the Board of Directors on April 26, 1996, in accordance with 
Section 245 of the General Corporation Law of the State of
Delaware.
     
     
     IN WITNESS WHEREOF, said SBC Communications Inc. has caused this 
Restated Certificate of Incorporation to be signed by Edward E. Whitacre, Jr., 
its Chairman of the Board of Directors, President and Chief Executive 
Officer, and attested by Judith M. Sahm, its Vice President
and Secretary, this 26th day of April 1996.

                              
                              SBC Communications Inc.



(seal)                           By:    /s/ Edward E. Whitacre, Jr.
                                 Edward E. Whitacre, Jr.
                                 Chairman of the Board, President 
                                 and Chief Executive Officer


Attest:     /s/ Judith M. Sahm
               Judith M. Sahm
               Vice President and Secretary


                                           
                                                        
                                                        EXHIBIT A




     CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF 
         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                               OF
                  SOUTHWESTERN BELL CORPORATION*


Pursuant to Section 151 of the
General Corporation Law of the State of Delaware



     That pursuant to the authority conferred upon the Board of Directors by 
the Restated Certificate of Incorporation of the said Corporation, the 
said Board of Directors on January 27, 1989, adopted the following 
resolution creating a series of 4,000,000 shares of Preferred Stock designated
as Series A Junior Participating Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of 
Directors of this Corporation in accordance with the provisions of 
its Restated Certificate of Incorporation, a series of Preferred Stock 
of the Corporation be and it hereby is created, and that the designation and
amount thereof and the voting powers, preferences and relative, participating, 
optional and other special rights of the shares of such series, and the 
qualifications, limitations or restrictions thereof are as follows:



     Section 1. Designation and Amount.  The shares of such series shall be 
designated as "Series A Junior Participating Preferred Stock" and the 
number of shares constituting such series shall be 4,000,000.

     
     
     Section 2.          Dividends and Distributions.

             
  (A)  Subject to the prior and superior rights of the holders of any 
shares of any series of Preferred Stock ranking prior and superior to the 
shares of Series A Junior Participating Preferred Stock with respect to 
dividends, the holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and if declared by 
the Board of Directors out of funds legally available for the purpose, 
quarterly dividends payable in cash on the last day of April,
July, October and January in each year (each such date being referred to 
herein as a "Quarterly Dividend Payment Date"), commencing on the first 
Quarterly Dividend Payment Date after the first issuance of a share 
or fraction of a share of Series A Junior Participating Preferred Stock, 
in an amount per share (rounded to the nearest cent) equal to the 
greater of (a) $5.00 or (b) subject to the provision for adjustment 
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) 
of all non-cash dividends or other distributions other than a dividend 
payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or 
otherwise), declared on the Common Stock, par value $1.00 per share 
of the Corporation (the "Common Stock") since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the 
first Quarterly Dividend Payment Date, since the first issuance of any 
share or fraction of a share of Series A Junior Participating
Preferred Stock. In the event the Corporation shall at any time after 
January 27, 1989 (the "Rights Declaration Date")  (i) declare any 
dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine 
the outstanding Common Stock into a smaller number of shares, then 
in each such case the amount to which holders of shares of Series
A Junior Participating Preferred Stock were entitled immediately 
prior to such event under clause (b) of the preceding sentence 
shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the 
number of shares of Common Stock that were outstanding immediately
prior to such event.

             
             (B)  The Corporation shall declare a dividend or 
distribution on the Series A Junior Participating Preferred Stock as 
provided in paragraph (A) above immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend 
payable in shares of Common Stock); provided that, in the event no 
dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend 
Payment Date and the next subsequent Quarterly Dividend Payment 
Date, a dividend of $5.00 per share on the Series A Junior 
Participating Preferred Stock shall nevertheless be payable on 
such subsequent Quarterly Dividend Payment Date.

             
    (C)  Dividends shall begin to accrue and be cumulative on 
outstanding shares of Series A Junior Participating Preferred 
Stock from the Quarterly Dividend Payment Date next preceding the 
date of issue of such shares of Series A Junior Participating 
Preferred Stock, unless the date of issue of such shares is 
prior to the record date for the first Quarterly Dividend 
Payment Date, in which case dividends on such shares shall 
begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment 
Date or is a date after the record date for
the determination of holders of shares of Series A Junior 
Participating Preferred Stock entitled to receive a quarterly 
dividend and before such Quarterly Dividend Payment Date, 
in either of which events such dividends shall begin to 
accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. 
Dividends paid on the shares of Series A Junior Participating Preferred 
Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro 
rata on a share-by-share basis among all such shares at the 
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Junior Participating 
Preferred Stock entitled to receive payment of a dividend or 
distribution declared thereon, which record date shall be 
no more than 30 days prior to the date fixed for the payment thereof.

     
     
     Section 3. Voting Rights.  The holders of shares of 
Series A Junior Participating Preferred Stock shall have the 
following voting rights:

  (A)  Subject to the provision for adjustment hereinafter set forth, 
each share of Series A Junior Participating Preferred Stock shall 
entitle the holder thereof to 100 votes on all matters submitted 
to a vote of the shareowners of the Corporation. In the event 
the Corporation shall at any time after the Rights Declaration 
Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common 
Stock or (iii) combine the outstanding Common Stock into a 
smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Junior 
Participating Preferred Stock were entitled immediately prior 
to such event shall be adjusted by multiplying such number 
by a fraction the numerator of which is the number of shares 
of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares 
of Common Stock that were outstanding immediately prior to such event.

      (B)  Except as otherwise provided herein or by law, the holders 
of shares of Series A Junior Participating Preferred Stock and the 
holders of shares of Common Stock shall vote together as one class 
on all matters submitted to a vote of the shareowners of the Corporation.


     (C) (i)  If at any time dividends on any Series A Junior 
     Participating Preferred Stock shall be in arrears in an amount 
     equal to six (6) quarterly dividends thereon, the
     occurrence of such contingency shall mark the beginning 
     of a period (herein called a "default period") which shall 
     extend until such time when all accrued and unpaid dividends 
     for all previous quarterly dividend periods and for the current 
     quarterly dividend period on all shares of Series A Junior 
     Participating Preferred Stock then outstanding shall have been 
     declared and paid or set apart for payment. During each default 
     period, all holders of Preferred Stock (including holders of 
     the Series A Junior Participating Preferred Stock) with dividends in
     arrears in an amount equal to six (6) quarterly dividends thereon, 
     voting as a class, irrespective of series, shall have the right to elect 
     two (2) Directors.

      (ii)  During any default period, such voting right of the holders of 
     Series A Junior Participating Preferred Stock may be exercised initially 
     at a special meeting called pursuant to subparagraph (iii) of this 
     Section 3 (C) or at any annual meeting of shareowners, and thereafter at 
     annual meetings of shareowners, provided that neither such voting right nor
     the right of the holders of any other series of Preferred Stock, if 
     any, to increase, in certain cases, the authorized number of Directors 
     shall be exercised unless the holders of ten percent (10%) in number 
     of shares of Preferred Stock outstanding shall be present in person or by
     proxy. The absence of a quorum of the holders of Common Stock shall not 
     affect the exercise by the holders of Preferred Stock of such voting 
     right. At any meeting at which the holders  of Preferred Stock shall 
     exercise such voting right initially during an existing default period,
     they shall have the right, voting as a class, to elect Directors to 
     fill such vacancies, if any, in the Board of Directors as may then 
     exist up to two (2) Directors or, if such right is exercised
     at an annual meeting, to elect two (2) Directors. If the number 
     which may be so elected at any special meeting does not amount to the 
     required number, the holders of the Preferred Stock shall have the 
     right to make such increase in the number of Directors as shall be 
     necessary to permit the election by them of the required number. 
     After the holders of the Preferred Stock shall have exercised 
     their right to elect Directors in any default period and during the
     continuance of such period, the number of Directors shall not be 
     increased or decreased except by vote of the holders of Preferred 
     Stock as herein provided or pursuant to the rights  of any 
     equity securities ranking senior to or pari passu with the 
     Series A Junior Participating Preferred Stock.

      (iii)  Unless the holders of Preferred Stock shall, during an 
      existing default period, have previously exercised their right 
      to elect Directors, the Board of Directors may order, or any 
      shareowner or shareowners owning in the aggregate not less 
      than ten percent (10%) of the total number of shares of 
      Preferred Stock outstanding, irrespective of series,
     may request, the calling of a special meeting of the holders 
     of Preferred Stock, which meeting shall thereupon be called 
     by the President, a Vice-President or the Secretary of the
     Corporation. Notice of such meeting and of any annual meeting 
     at which holders of Preferred  Stock are entitled to vote 
     pursuant to this paragraph (C) (iii) shall be given to each 
     holder of record of Preferred Stock by mailing a copy of such 
     notice to him at his last address as the same appears on the 
     books of the Corporation. Such meeting shall be called for a 
     time not earlier than 20 days and not later than 60 days 
     after such order or request or in default of the
     calling of such meeting within 60 days after such order or 
     request, such meeting may be called on similar notice by any 
     shareowner or shareowners owning in the aggregate not less than ten
     percent (10%) of the total number of shares of Preferred Stock 
     outstanding. Notwithstanding the provisions of this paragraph 
     (C) (iii), no such special meeting shall be called during the
     period within 60 days immediately preceding the date fixed 
     for the next annual meeting of the shareowners.


     (iv)  In any default period, the holders of Common Stock, and 
     other classes  of Stock of the Corporation if applicable, shall 
     continue to be entitled to elect the whole number of Directors 
     until the holders of Preferred Stock shall have exercised their right to
     elect two (2) Directors voting as a class, after the exercise of 
     which right (x) the Directors so elected by the holders of Preferred 
     Stock shall continue in office until their successors shall
     have been elected by such holders or until the expiration of the 
     default period, and (y) any vacancy in the Board of Directors may 
     (except as provided in paragraph (C) (ii) of this Section 3) be 
     filled by vote of a majority of the remaining Directors theretofore 
     elected by the holders of the class of stock which elected the 
     Director whose office shall have become vacant. References in 
     this paragraph (C)  to Directors elected by the holders of a particular
     class of Stock shall include Directors elected by such Directors to 
     fill vacancies as provided in clause (y) of the foregoing sentence.

                 
     (v)  Immediately upon the expiration of a default period, (x) 
     the right of the holders of Preferred Stock as a class to elect 
     Directors shall cease, (y) the term of any Directors elected by the 
     holders of Preferred Stock as a class shall terminate, and (z) the
     number of Directors shall be such number as may be provided for in 
     the Certificate of Incorporation or Bylaws irrespective of any 
     increase made pursuant to the provisions of paragraph (C) (ii) of 
     this Section 3 (such number being subject, however, to change thereafter
     in any manner provided by law or in the Certificate of Incorporation 
     or Bylaws).  Any vacancies in the Board of Directors effected 
     by the provisions of clauses (y) and (z) in the preceding sentence 
     may be filled by a majority of the remaining Directors.


     (D)  Except as set forth herein, holders of Series A Junior 
Participating Preferred Stock shall have no special voting rights and 
their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Stock as set forth herein) 
for taking any corporate action.

     
     
     Section 4.  Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or distributions 
payable on the Series A Junior Participating Preferred Stock as 
provided in Section 2 are in arrears, thereafter and until all accrued 
and unpaid dividends and distributions, whether or not declared, on shares 
of Series A Junior Participating Preferred Stock outstanding shall have 
been paid in full, the Corporation shall not 

     (i)  declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares 
     of stock ranking junior (either as to dividends or upon liquidation, 
     dissolution or winding up) to the Series A Junior Participating 
     Preferred Stock;

     (ii)  declare or pay dividends on or make any other distributions on 
     any shares of stock ranking on a parity (either as to dividends or 
     upon liquidation, dissolution or winding up) with the Series A 
     Junior Participating Preferred Stock, except dividends paid
     ratably on the Series A Junior Participating Preferred Stock and 
     all such parity stock on which dividends are payable or in arrears 
     in proportion to the total amounts to which the holders of
     all such shares are then entitled;

                 
     (iii)  redeem or purchase or otherwise acquire for consideration shares 
     of any stock ranking on a parity (either as to dividends or upon 
     liquidation, dissolution or winding up) with the Series A Junior 
     Participating Preferred Stock, provided that the Corporation may 
     at any time redeem, purchase or otherwise acquire shares of any such 
     parity stock in exchange for shares of any stock of the Corporation 
     ranking junior (either as to dividends or upon dissolution, liquidation 
     or winding up) to the Series A Junior Participating
     Preferred Stock;

                 
     (iv)  purchase or otherwise acquire for consideration any shares of 
     Series A Junior Participating Preferred Stock, or any shares of 
     stock ranking on a parity with the Series A Junior Participating 
     Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the Board of 
     Directors) to all holders of such shares upon such terms as the 
     Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and preferences of 
     the respective series and classes, shall determine in good faith 
     will result in fair and equitable treatment among the
     respective series or classes.

             
             
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of 
the Corporation unless the Corporation could, under paragraph (A) 
of this Section 4, purchase or otherwise acquire such shares
at such time and in such manner.

     
     
     Section 5.  Reacquired Shares.  Any shares of Series A 
Junior Participating Preferred Stock purchased or otherwise acquired 
by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares 
shall upon their cancellation become authorized but unissued 
shares of Preferred Stock and may be reissued as part of a 
new series of Preferred Stock to be created by resolution or 
resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
        
     
     
     Section 6.  Liquidation, Dissolution or Winding Up.

   (A) Upon any liquidation (voluntary or otherwise), dissolution or 
winding up of the Corporation, no distribution shall be made to the 
holders of shares of stock ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of 
shares of Series A Junior Participating Preferred Stock shall have 
received $100 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, 
to the date of such payment (the "Series A Liquidation Preference"). 
Following the payment of the full amount of the Series A Liquidation 
Preference, no additional distributions shall be made to the holders 
of shares of Series A Junior Participating Preferred Stock unless, 
prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") 
equal to the quotient obtained by dividing (i) the Series A Liquidation 
Preference by (ii) 100 (as appropriately adjusted as set forth
in subparagraph C below to reflect such events as stock splits, 
stock dividends and recapitalizations with respect to the Common 
Stock) (such number in clause (ii), the "Adjustment Number"). 
Following the payment of the full amount of the Series A Liquidation 
Preference and the Common Adjustment in respect of all outstanding 
shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior 
Participating Preferred Stock and holders of shares of Common 
Stock shall receive their ratable and proportionate share of 
the remaining assets to be distributed in the ratio of the 
Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.

   (B) In the event, however, that there are not sufficient 
assets available to permit payment in full of the Series A Liquidation 
Preference and the liquidation preferences of all other series of 
Preferred Stock, if any, which rank on a parity with the Series A 
Junior Participating Preferred Stock, then such remaining assets 
shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. 
In the event, however, that there are not sufficient assets available 
to permit payment in full of the Common Adjustment, then such 
remaining assets shall be distributed ratably to the holders 
of Common Stock. 

  (C) In the event the Corporation shall at any time after the Rights 
Declaration Date (i) declare any dividend on Common Stock payable in 
shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of 
shares, then in each such case the Adjustment Number in effect 
immediately prior to such event shall be adjusted by multiplying such 
Adjustment Number by a fraction the numerator of which is the number 
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or any other property, 
then in any such case the shares of Series A Junior Participating 
Preferred Stock shall at the same time be similarly exchanged or 
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as the 
case may be, into which or for which each share of Common Stock is 
changed or exchanged. In the event the Corporation shall at any time 
after the Rights Declaration Date (i) declare any dividend on Common 
Stock payable in shares of Common Stock, (ii) subdivide the 
outstanding Common Stock, or (iii) combine the outstanding Common 
Stock into a smaller number of shares, then in each such case the 
amount set forth in the preceding sentence with respect to the 
exchange or change of shares of Series A Junior Participating 
Preferred Stock shall be adjusted by multiplying such amount by 
a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and 
the denominator of which is the number of shares of Common Stock 
that were outstanding immediately prior to such event.

     
     
     Section 8.  No Redemption.  The shares of Series A Junior 
Participating Preferred Stock shall not be redeemable.

     
     
     Section 9.  Ranking.  The Series A Junior Participating 
Preferred Stock shall rank 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. 

     
     
     Section 10. Amendment.  The Restated Certificate of Incorporation of 
the Corporation shall not be further amended in any manner which would 
materially alter or change the powers, preferences or special rights of 
the Series A Junior Participating Preferred Stock so as to affect 
them adversely without the affirmative vote of the holders of a 
majority or more of the outstanding shares of Series A Junior Participating 
Preferred Stock, voting separately as a class.

     
     
     Section 11. Fractional Shares.  Series A Junior Participating 
Preferred Stock may be issued in fractions of a share which shall entitle 
the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions 
and to have the benefit of all other rights of holders of Series A 
Junior Participating Preferred Stock.

- ----
* Pursuant to an amendment to the Restated Certificate of Incorporation 
effective April 28, 1995, the name of the Corporation was changed to 
SBC Communications Inc.



