Form 10-K

Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)

For fiscal year ended December 31, 1993

______ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)

For the transition period from to
Commission File Number: 1-8610

SOUTHWESTERN BELL CORPORATION

Incorporated under the laws of the State of Delaware
I.R.S. Employer Identification Number 43-1301883

175 E. Houston, San Antonio, Texas 78205-2233
Telephone Number 210-821-4105

Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Shares New York, Chicago and
(Par Value $1.00 Per Share) Pacific Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act:
None.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( X )

Based on composite closing sales price on February 28, 1994, the
aggregate market value of all voting stock held by non-affiliates
was $23,546,222,094. As of February 28, 1994, 601,820,373 shares
of Common Stock were outstanding.

Documents Incorporated By Reference

(1)Portions of Southwestern Bell Corporation's annual report to
shareowners for the fiscal year ended December 31, 1993 (Parts I
and II).

(2)Portions of Southwestern Bell Corporation's Notice of 1994
Annual Meeting and Proxy Statement dated March 18, 1994 (Parts
III and IV).

TABLE OF CONTENTS

PART I

Item Page

1. Business 3
2. Properties 14
3. Legal Proceedings 14
4. Submission of Matters to a Vote of Security
Holders 14

Executive Officers of the Registrant 15

PART II

5. Market for Registrant's Common Equity and
Related Stockholder Matters 16
6. Selected Financial and Operating Data 16
7. Management's Discussion and Analysis
of Financial Condition and Results of Operations 16
8. Financial Statements and Supplementary Data 16
9. Changes in and disagreements with
Accountants on Accounting and Financial
Disclosure 16

PART III

10. Directors and Executive Officers of the
Registrant 16
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial
Owners and Management 16
13. Certain Relationships and Related Transactions 16

PART IV

14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 17

PART I

Item 1. Business

The Company

Southwestern Bell Corporation (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), Associated
Directory Services, Inc. (ADS), Southwestern Bell
Telecommunications, Inc. (Telecom), Southwestern Bell Printing
Company (SB Printing) and Southwestern Bell Enterprises, Inc.
(Enterprises). 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; ADS
engages principally in the production and distribution of non-
Bell telephone directories and in other directory-related
activities; Telecom is engaged in the sale of customer premises
and private business exchange equipment; and SB Printing is
engaged in the general directory and commercial printing
business.

The Corporation was incorporated under the laws of the State of
Delaware in 1983 by AT&T as one of seven regional holding
companies (RHCs) 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 (divestiture). The
divestiture was made pursuant to a consent decree, referred to as
the Modification of Final Judgment (MFJ), issued by the United
States District Court for the District of Columbia (Court).

Operations Under the MFJ

The MFJ, as originally approved by the Court in 1982, placed
restrictions on the types of businesses in which the Corporation
could engage. The principal restriction prohibits the
Corporation from providing interexchange telecommunications
services. An exchange in this context refers to a Local Access
and Transport Area (LATA), which is generally centered on a
standard metropolitan service area or other identifiable
community of interest. Interexchange service refers to the
provision of telecommunications services between exchanges. The
MFJ initially restricted the Corporation from providing
information services and from manufacturing or providing
telecommunications products, other than the provision of customer
premises equipment (CPE) manufactured by others. CPE, as defined
in the MFJ, represents equipment used on customers' premises to
originate, route or terminate telecommunications. The MFJ also
initially restricted the Corporation from engaging in
nontelecommunications lines of business. These services and
products are collectively known as "restricted lines of
business". The MFJ permits the Corporation to obtain relief from
these restrictions upon a showing that there is no substantial
possibility that it could use its monopoly power to impede
competition in the specific market it seeks to enter (waiver
standard).

The Department of Justice (DOJ) initiated a review of the MFJ's
line of business restrictions in 1987. After that review, the
Court removed the restriction against entry into
nontelecommunications lines of business, as well as that portion
of the information services restriction which prohibited voice
messaging services (VMS), electronic mail, electronic White Pages
services and certain gateway functions (i.e., a
telecommunications arrangement, either by video or audio, in
which customers can communicate with many different information
service providers).

In April 1990, the U.S. Court of Appeals for the District of
Columbia Circuit (D.C. Circuit Court) affirmed the Court's
decision not to remove the interexchange and manufacturing
restrictions, but clarified the waiver standard in a manner
beneficial to future waiver requests by the Corporation. The
D.C. Circuit Court also reversed the decision not to lift the
information services restriction in its entirety, and remanded
the issue to the Court for reconsideration under a more lenient
public interest standard which is to apply when AT&T and the DOJ,
the original parties to the MFJ, do not oppose relief. In July
1991, the Court applied this public interest standard and issued
an order which removed the information services restriction in
its entirety, but stayed the effectiveness of the relief it
granted the RHCs, pending appeals. The D.C. Circuit Court has
affirmed the order and the United States Supreme Court (Supreme
Court) has refused to review the matter. Thus, the removal of
the information services restriction on an intraexchange basis
(within the LATA) has become final.

Also as a result of proceedings before the Court since
divestiture, the Corporation has been authorized to engage in the
restricted lines of business outside the United States, subject
to certain conditions designed to prevent an impact on United
States markets. The Corporation has also obtained relief from
the Court to provide interexchange cellular services in various
markets throughout the United States, as well as intersystem
handoff and automatic call delivery capabilities.

Recent Waivers Granted or Denied

In February 1993, the Corporation and the other RHCs were granted
a waiver for generic international relief. The relief allows the
Corporation and other RHCs, through foreign telecommunications
entities, to provide the foreign portion of international
telecommunications traffic between the United States and any
foreign country and to own minority interests in international
satellite and submarine cable facilities. The relief granted
allows the RHCs to pursue international opportunities without the
need to obtain transactional relief on a country-by-country
basis.

Also in February 1993, the Corporation and the other RHCs were
granted a waiver to provide interLATA cellular service for rural
service areas (RSAs). The relief permits clustering of RSAs with
metropolitan service areas (MSAs), and RHC switching for
independent adjoining RSAs, regardless of LATA boundaries.

In September 1993, the Corporation was granted a waiver to
purchase two cable television systems located in Montgomery
County, Maryland and Arlington County, Virginia from Hauser
Communications, Inc. The relief allows the Corporation to own
and operate certain facilities in the provision of video
programming despite LATA boundaries.

The Corporation, jointly with the other RHCs, had appealed a
July 1990 order of the Court holding that the RHCs were not
permitted to transport common channel signaling 7 (CCS7)
information across LATA boundaries for handoff to interexchange
carriers at centralized signal transport points (STPs). CCS7 is
the AT&T version of the internationally standardized signaling
system which transmits signaling and service definition
information between components of the telephone network. The STP
is a type of switch which routes the signaling messages within
the signaling network. The Court held that the MFJ requires that
signaling information be given to the interexchange carriers in
the LATA where the call originated, and also denied the RHCs'
requests for waivers to establish the centralized STP service
arrangement. The order was affirmed by the D.C. Circuit Court,
and in February 1993 the Supreme Court refused to review the
decision.

Pending Waiver Requests and Appeals

The Corporation has initiated other requests with the Court which
seek the removal of some of the remaining restrictions. This
includes a generic request, filed jointly by all the RHCs,
seeking relief from the interexchange prohibition to provide
wireless services without regard to geographic boundaries. In
addition, the Corporation has requested relief to provide
interexchange cellular services in certain of its own regional
markets. The Corporation has also filed waiver requests seeking
relief from the manufacturing restriction, to permit the design
and development of CPE, and the provision of telecommunications
equipment to third parties. All of these requests are pending.

In June 1993, the Corporation, along with the other RHCs, filed a
joint request for a waiver to provide information services on an
interLATA basis. A condition of the request is that the RHCs
lease the interLATA transport from independent interexchange
carriers. Opposition briefs were filed in October 1993.

In January 1992, the Court denied a waiver to allow Ameritech
Corporation (Ameritech), an RHC, to receive royalties from the
sale to third parties of telecommunication equipment designed,
developed and/or manufactured by the unaffiliated party with the
financial assistance of Ameritech. The Court also denied the
DOJ's request for a declaratory ruling that a funding/royalty
agreement with a firm in which an RHC has neither a significant
equity interest nor influence over operations does not constitute
manufacturing. The ruling was appealed to determine whether an
otherwise independent company over which an RHC has no operating
control and only a minimal ownership interest, may be labelled an
"affiliated enterprise" of the RHC under the MFJ, and whether a
funding/royalty relationship such as that proposed by Ameritech
is permissible under the MFJ. In December 1993, the D.C. Circuit
Court ruled that the MFJ bans all arrangements in which RHCs have
a direct and continuing share in the revenues of entities engaged
in restricted activities. However, Ameritech's waiver request
was remanded to the Court for further consideration and is
pending.

The Corporation has requested relief with regard to certain
paging services, as described below. Although the Corporation
recently sold its paging services subsidiary, these requests are
being pursued as they may have relevance to other aspects of the
Corporation's business. In February 1989, the Court granted a
waiver permitting the RHCs to provide multi-LATA one-way paging
services regardless of geographic scope, but included a condition
requiring the interexchange links for multi-LATA paging services
to be obtained from unaffiliated interexchange carriers. The
Corporation appealed that portion of the order which prohibited
it from owning the interexchange links outside the service
territory of the Telephone Company. In October 1990, the D.C.
Circuit Court reversed the Court's decision and remanded the
matter to the Court for reconsideration. This matter is still
pending.

In January 1993, the Corporation filed a request for a waiver to
provide interLATA paging origination and access to voice storage
and retrieval services. This waiver would permit the origination
of pages from outside of LATA boundaries and permit paging
subscribers to access their voice-mail messages from outside of a
LATA. This request is pending with the Court.

Principal Services

The Corporation provides its services through subsidiaries. These
services (which are described more fully below) include landline
and wireless telecommunications services, the sale of advertising
for and publication of Yellow Pages and White Pages directories,
the provision of customer premises, private business exchange
(PBX) and cellular equipment, and cable television services.
Telecommunications services include local services, network
access and long-distance (i.e., toll) services. Landline
telecommunications services are provided in the five-state area
by the Telephone Company and in the United Kingdom by SBC
International. Wireless telecommunications services are provided
by Mobile Systems.

Landline and wireless local services involve the transport of
telecommunications traffic between telephones and other CPE
located within the same local service calling area. Local
services include: basic local exchange service, extended area
service, dedicated private line services for voice and special
services, directory assistance and various vertical services.
Vertical services represent discretionary, generally
nonregulated, services which a customer may choose to supplement
his/her basic line, such as: call waiting, call forwarding, call
blocking, etc.

Landline and wireless toll services involve the transport of
traffic between local calling areas and include such services as
Wide Area Telecommunications Service (WATS or 800 services) and
other special services. Local calling areas are within the same
LATA, except for certain wireless service areas in which MFJ
waivers apply.

Network access services link a subscriber's telephone or other
equipment to the transmission facilities of other non-Telephone
Company carriers which, in turn, provide long-distance and other
communications services. Network access is either switched,
which uses a switched communications path between the carrier and
the customer, or special, which uses a direct nonswitched path.

For financial reporting purposes, the Corporation's revenues are
categorized as local service (principally provided by the
Telephone Company and Mobile Systems), network access (provided
by the Telephone Company), long-distance service (principally
provided by the Telephone Company), directory advertising
(provided by Yellow Pages, the Telephone Company and ADS) and
other (including equipment sales at Mobile Systems, Telecom and
SBC International, the Telephone Company's nonregulated products
and services, billing and collection services for interexchange
carriers provided by the Telephone Company, cable television
services provided by SBC International, printing services
provided by SB Printing, and paging services and equipment sales
provided by Metromedia Paging Services, Inc. (Metromedia Paging)
until it was sold in December 1993).

The following table sets forth for the Corporation the percentage
of total operating revenues by any class of service which
accounted for 10 percent or more of total operating revenues in
any of the last three fiscal years.

Percentage of Total
Operating Revenues

1993 1992 1991

Charges for local
service:
Landline 37% 37% 38%
Wireless 12% 10% 7%

Charges to
interexchange
carriers for network
access 20% 20% 20%

Charges for long-
distance
(i.e., toll) service 9% 10% 11%

Major Customer

See Note 14, "Segment and Major Customer Information," on page 43
of the Corporation's annual report to shareowners for the fiscal
year ended December 31, 1993, which is incorporated herein by
reference pursuant to General Instruction G(2).

Government Regulation

In the five-state area, the Telephone Company is subject to
regulation by state commissions which have the power to regulate
intrastate rates and services, including local, toll, private
line and network access (both intraLATA and interLATA access
within the state) services. The Telephone Company is also
subject to the jurisdiction of the Federal Communications
Commission (FCC) with respect to foreign and interstate rates and
services, including interstate access charges. Access charges
are designed to compensate the Telephone Company for the use of
its facilities for the origination or termination of long-
distance and other communications by non-Telephone Company
carriers.

Additional information relating to federal and state regulation
of the Telephone Company is contained in the registrant's annual
report to shareowners for the fiscal year ended December 31,
1993, under the heading "Regulatory Environment" on page 25 which
is incorporated herein by reference pursuant to General
Instruction G(2).

The Corporation's recently acquired cable systems are subject to
federal and local regulation, including regulation by the FCC and
local franchising authorities concerning rates, service, and
programming access.

Principal Markets

Telecommunications

The Telephone Company provides its services along approximately 9
million residential and 4 million business access lines in the
five-state area. During 1993, more than half of the Telephone
Company's access line growth occurred in Texas. In 1993, 1992
and 1991, approximately 73 percent of the Telephone Company's
total operating revenues were attributable to intrastate
operations. The intrastate operations of the Telephone Company
represented approximately 56 percent, 57 percent and 59 percent
of the Corporation's total operating revenues for 1993, 1992 and
1991, respectively. All intrastate operations of the Corporation
(including the Telephone Company and Mobile Systems) represented
approximately 68 percent, 67 percent and 66 percent of its total
operating revenues in 1993, 1992 and 1991, respectively.

At the end of 1993, Mobile Systems provided cellular services to
2,049,000 customers, or 5.7 out of every 100 people living in its
service areas. These services are provided in 28 metropolitan
markets, including five of the nation's top 15 metropolitan
areas, as follows: Washington, D.C.; Chicago, Illinois; Boston,
Massachusetts; St. Louis, Missouri; and Dallas, Texas. Mobile
Systems (or partnerships in which it has an ownership interest)
is licensed to provide service in 26 RSAs and is currently
providing service in all of these markets. All RSAs are
contiguous to an existing MSA or another RSA operated by Mobile
Systems, which allows for the expansion of service in a way that
adds value to customers' service. Mobile Systems operates in
certain areas under the name of Cellular One, by means of a
partnership arrangement with McCaw Cellular Communications, Inc.
and Vanguard Cellular Systems, Inc., which holds the Cellular One
service mark. These areas include both metropolitan and rural
service areas, such as Washington, D.C.; Chicago, Illinois; and
other service areas in Illinois, Massachusetts, Virginia and West
Virginia.

In February 1994, the Corporation announced an agreement to
purchase, for stock valued at $680, the domestic cellular
business of Associated Communications Corporation, including
cellular systems in Buffalo, Rochester, Albany and Glens Falls,
New York. These properties are adjacent to cellular systems in
Syracuse, Utica and Ithaca, New York, which the Corporation
agreed to purchase from other parties in November 1993. These
acquisitions will increase the number of markets served by Mobile
Systems to 61 and increase Mobile Systems' potential customer
base to more than 40 million. These transactions are expected to
close during 1994.

International

In December 1990, a consortium consisting of SBC International,
together with a subsidiary of France Telecom and a group of
Mexican investors led by Grupo Carso, S.A. de C.V., purchased
from the Mexican government all of the Class AA shares of
Telefonos de Mexico, S.A. de C.V. (Telmex), Mexico's national
telecommunications company. The consortium has voting control of
Telmex through its ownership of Class AA shares. SBC
International's interest in the Class AA shares held by the
consortium represents approximately 5 percent of the total equity
capitalization of Telmex. SBC International also holds
530,157,101 Class L shares, which have limited voting rights.
The Class L shares held by SBC International represent
approximately 5 percent of the total equity capitalization of
Telmex, bringing SBC International's total interest to
10 percent. Telmex provides complete landline and wireless
telecommunications services within Mexico. At the end of 1993,
Telmex had 7.6 million access lines in service and provided
cellular service to more than 195,000 subscribers. As of
December 31, 1993, telephone service reached approximately 41 of
every 100 Mexican households. For additional information
regarding the Corporation's investment in Telmex, see Note 13,
"Equity Investments," on page 42 of the Corporation's annual
report to shareowners for the fiscal year ended December 31,
1993, which is incorporated herein by reference pursuant to
General Instruction G(2).

SBC International cable television operations are managed by SBC
Cable Communications Group, Ltd., and include Midlands Cable
Communications and Northwest Cable Communications, both in the
United Kingdom, with combined service areas including 1.1 million
potential households. In May 1993, the Corporation completed the
sale of 25 percent of its United Kingdom cable operations to Cox
Cable Communications (Cox). The Corporation and Cox share
management of the cable operations.

At the end of 1993, SBC International cable television in the
United Kingdom served approximately 80,000 subscribers. SBC
International's penetration rate at the end of 1993 in the United
Kingdom was 21.9 percent. Penetration rate is defined as the
number of customers as a percentage of solicited households that
have network access. Cable operators in the United Kingdom may
provide both cable television and local exchange service. At the
end of 1993, SBC International provided local exchange service to
approximately 39,000 subscribers.

SBC International also holds a minority interest in Golden
Channels, a cable television provider in Israel. Golden Channels
holds franchises in areas containing 412,000 potential
households. At the end of 1993, Golden Channels served
approximately 194,000 households and had a penetration rate (as
defined above) of approximately 55 percent.

In Israel and Australia, SBC International also has interests in
companies involved in the publication of yellow pages directory
advertising.

Directory Publishing

Yellow Pages publishes nearly 40 million copies of 389 classified
directories within the Telephone Company's five-state area. The
ten largest revenue-producing Yellow Pages directories are
currently published in the second half of the Corporation's
fiscal year. Directory advertising revenues and expenses
associated with Yellow Pages directories are recognized in the
month the related directory is published.

ADS engages principally in the production and distribution of 269
telephone directories for GTE Telephone companies throughout 29
states of the continental United States. ADS also publishes
telephone directories for 17 non-Bell telephone companies, some
of which are co-bound with GTE directories. To a less
significant extent, ADS produces and publishes a number of other
directories unaffiliated with any telephone company.

Customer Premises Equipment and Other Equipment Sales

Telecom markets business and residential communications equipment
through two divisions, Business Systems and Original Equipment.
Telecom's offerings range from single-line and cordless
telephones to sophisticated digital PBX systems. PBX is a
private telephone switching system, usually located on a
customer's premises, which provides intra-premise telephone
services as well as access to the public switched network.

The Business Systems division markets a wide variety of
telecommunications products and services to business customers in
the Telephone Company's five-state area. The Original Equipment
division, through an exclusive, long-term distribution agreement
with Conair Corporation effective April 1993, markets a full line
of residential telephones to retailers nationwide, under the
Freedom Phone name. Separately, the Original Equipment division
markets residential and business products to U.S. telephone
companies, and internationally, in 39 countries.

Mobile Systems markets cellular communications equipment in each
of its service areas.

Printing

In February 1993, the Corporation sold the assets of the
commercial printing operations of Gulf Printing Company (Gulf),
including the Gulf name. The remaining operations are continuing
under the name "Southwestern Bell Printing Company." SB Printing
provides directory printing in the Telephone Company five-state
service area, and prints more than 62 million copies of 809
directories annually. SB Printing maintains a sales office in
St. Louis, Missouri, and also operates one plant in Houston,
Texas. SB Printing's wholly-owned subsidiary, Times Journal
Publishing Company (Times Journal), operates two plants in
Oklahoma City, Oklahoma, and prints smaller telephone directories
and provides commercial printing services.

During 1993, SB Printing was awarded a five-year contract to
print 15.5 million directory copies for Telmex's directory
operations, beginning in 1994.

Domestic Cable Television

In February 1993, the Corporation reached an agreement to
purchase, for $650 million, two cable television systems located
in Montgomery County, Maryland, and Arlington County, Virginia,
from Hauser Communications, Inc. The purchase was closed in
January 1994.

In December 1993, the Corporation and Cox Cable Communications
(Cox) entered into a non-binding Memorandum of Understanding with
respect to the formation of a $4.9 billion partnership to own and
operate cable television systems. In return for a 40 percent
general partnership interest, the Corporation would contribute
$1.6 billion in cash or other assets within four years of
formation. The Corporation would have the option to increase its
initial ownership stake to 50 percent within specified time
frames, through additional cash or asset contributions. Cox
would contribute 21 cable television systems, located throughout
the United States, based on a negotiated value of $3.3 billion,
and would hold a 60 percent general partnership interest and a
$1 billion preferred partnership interest. The transaction is
subject to completion of negotiations and regulatory approvals,
with the formation of the partnership expected to be completed by
late 1994.

Paging Services

In December 1993, the Corporation sold Metromedia Paging, which
provided paging services in 76 markets throughout the United
States, to Local Area Telecommunications, Inc., a New York-based
telecommunications service company.

Status of New Services

Telecommunications

During 1993, the Telephone Company continued to expand its
offering of optional services, known as Easy Options. These
options include, among others: Caller ID, a feature which
displays the telephone number of the person calling and, by next
year, will also display the caller's name in certain markets;
Call Return, a feature that redials the number of the last
incoming call; and Call Blocker, a feature which allows customers
to automatically reject calls from a designated list of telephone
numbers.

Recent changes in Texas law will allow the Telephone Company to
introduce Caller ID in its largest markets during 1994 and 1995.
Caller ID is now being offered in certain markets in all of the
states in the Telephone Company's five-state area.

The FCC has promulgated certain rules that impact the manner in
which the Telephone Company may offer enhanced services, which
generally include services which are more than basic transmission
services. Under FCC decisions known as Computer Inquiry III, the

Telephone Company is permitted to offer enhanced services either
on its own or jointly with its affiliates, subject to
nonstructural safeguards, designed to permit the Telephone
Company's competitors to acquire needed network services on an
efficient, non-discriminatory basis and to reduce the risk of
cross-subsidization. These safeguards include accounting and
reporting procedures, and Open Network Architecture (ONA)
requirements, which represent the Telephone Company's plan
essentially to provide equal access to its network to all
enhanced service providers. Enhanced services are deregulated at
the federal level, and none of the Telephone Company's state
commissions have, as yet, asserted jurisdiction over intrastate
enhanced services.

In December 1991, after various court proceedings, the FCC
slightly modified the original Computer Inquiry III nonstructural
competitive safeguards. The Telephone Company received FCC
acknowledgement of its initial ONA implementation in November
1992. However, the current modified Computer Inquiry III
nonstructural safeguards are subject to an appeal now pending at
the U.S. Court of Appeals for the Ninth Circuit.

In July 1993, Mobile Systems launched the largest digital
deployment program in North America with commercial digital
service in Chicago. Digital service improves sound quality,
provides a greater degree of privacy on individual calls,
increases call-handling capacity of the networks and reduces
exposure to billing fraud. In September, Mobile Systems launched
commercial digital service in its St. Louis market. During 1994,
Mobile Systems plans to provide digital service in
Washington, D.C., Boston, Dallas-Fort Worth and the West Texas
markets of Midland-Odessa, Abilene, Amarillo and Lubbock.

During March 1993, Mobile Systems introduced FreedomLink, a new
wireless business phone system which employs cellular technology
to provide anywhere, anytime communications, using cellular
frequencies.

Voice Messaging Services

Southwestern Bell Messaging Services, Inc. (SMSI), a subsidiary
of Enterprises, currently offers residential and small business
voice messaging services in Dallas-Fort Worth, Houston, Oklahoma
City, Tulsa, St. Louis, Kansas City, Little Rock, San Antonio and
certain other portions of Texas. Effective June 1, 1993, Telecom
assumed SMSI's voice messaging services sales to medium and large
business.

Importance, Duration and Effect of Licenses

The FCC authorizes the licensing of only two cellular carriers in
each geographic market. These cellular licenses have a standard
duration of ten years and are renewable upon application and a
showing of compliance with FCC use and conduct standards.

The FCC licenses granted to Mobile Systems in Washington, D.C.;
Baltimore, Maryland; Kansas City, Missouri/Kansas; St. Louis,
Missouri; and Dallas, Texas all expired on October 1, 1993.

Renewal applications were filed in each of these markets during
August 1993. To date, Mobile Systems has received no competing
applications in these markets nor have any petitions to deny been
filed. Final license grants are expected to be received by
mid-1994. Renewal applications are to be filed in the following
markets during August 1994: Chicago, Illinois; San Antonio,
Texas; Boston, Massachusetts; Oklahoma City, Oklahoma; and
Wichita, Kansas.

Cable television systems generally are operated under
nonexclusive permits or "franchises" granted by local
governmental authorities. The Corporation operates its recently
acquired cable systems under franchises granted by Montgomery
County, Maryland (expires May 25, 1998); Arlington County,
Virginia (expires October 18, 2000); and the City of
Gaithersburg, Maryland (expires November 2, 2001). Each
franchise is renewable upon a showing of compliance with
established local and federal standards.

Competition

Telecommunications

Information relating to competition in the telecommunications
industry is contained in the registrant's annual report to
shareowners for the fiscal year ended December 31, 1993, under
the heading "Competition" on page 27 which is incorporated herein
by reference pursuant to General Instruction G(2).

International

Most major and several minor cable operators in the United
Kingdom have begun to offer both cable television and local
exchange services in selected franchise service areas. Domestic
United Kingdom telephone companies are restricted from offering
video entertainment over their networks until 1998. The United
Kingdom currently has two major domestic telephone companies. In
addition to cable, viewers in the United Kingdom may select
television programming from four television stations which are
broadcast free, or may subscribe to programming directly from
satellite broadcasting services. Both are sources of programming
for cable companies.

Directory Publishing

Yellow Pages faces competition from numerous directory publishing
companies as well as other advertising media. There are 42 other
directory publishers in the five-state area producing yellow page
directories.

ADS publishes the majority of its directories under a long-term
contract with GTE/Contel. ADS also faces competition from other
publishers and non-directory advertising media.

Voice Messaging Services

SMSI and Telecom face competition in each market in which voice
messaging services are offered. Competition is primarily from
telephone answering services and other voice messaging services
providers. In addition, answering machines and voice messaging
equipment used as adjuncts to PBX systems provide competing
alternatives to voice messaging services.

Customer Premises Equipment

Telecom faces significant price competition from numerous
companies within both its Business Systems division and Original
Equipment division.

Printing

SB Printing and its subsidiary, Times Journal, engage in general
directory and commercial printing and face significant
competition in each of these operations. In the United States
and Canada, there are at least seven large directory printing
companies and over 100 large commercial printing companies in
direct competition with SB Printing.

Research and Development

The majority of company-sponsored basic and applied research
activities are conducted at Bell Communications Research, Inc.
(Bellcore). The Telephone Company owns a one-seventh interest in
Bellcore along with the other six RHCs. Bellcore is also the
coordinator for the federal government's telecommunications
requirements on national security and emergency preparedness.

Basic and applied research is also conducted at Southwestern Bell
Technology Resources, Inc. (TRI), a subsidiary of the
Corporation. TRI provides technology planning and assessment
services to the Corporation and its subsidiaries.

Employees

As of January 31, 1994, the Corporation and its subsidiaries
employed 59,040 persons. Approximately 67 percent of the
employees are represented by the Communications Workers of
America (CWA). Effective in August 1992, a three-year contract
was negotiated between the CWA and the Telephone Company.
Effective in December 1992, a three-year contract was negotiated
between the CWA and Yellow Pages. These contracts will be
subject to renegotiation in mid-1995. In March 1991, Telecom
negotiated a three-year contract with the CWA. This contract
will be subject to renegotiation in 1994. The CWA also
represents a minor number of employees in other subsidiaries of
the Corporation.

Item 2. Properties.

The properties of the Corporation do not lend themselves to
description by character and location of principal units.
Ninety-two percent of the property, plant and equipment of the
Corporation is owned by the Telephone Company. At December 31,
1993, network access lines represented 45 percent of the
Telephone Company's investment in telephone plant; central office
equipment represented 36 percent; land and buildings represented
10 percent; other miscellaneous property, comprised principally
of furniture and office equipment and vehicles and other work
equipment, represented 7 percent; and information
origination/termination equipment represented 2 percent.

Item 3. Legal Proceedings.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of shareowners in the fourth
quarter of the fiscal year covered by this report.

Executive Officers of the Registrant as of January 31,
1994.
Name Age Position Held
Since

Edward E. Whitacre 52 Chairman and 1-90
Jr. Chief Executive
Officer

James R. Adams 54 Group President 7-92

Robert A. Dickemper 50 Senior Vice 7-93
President-
Staff/Administration

William E. Dreyer 55 Senior Executive Vice 7-93
President-External
Affairs

James D. Ellis 50 Senior Executive Vice 3-89
President and General
Counsel

Charles E. Foster 57 Group President 10-90

Richard A. Harris 53 Senior Executive Vice 10-90
President- Human
Resources

James S. Kahan 46 Senior Vice 7-93
President- Strategic
Planning and
Corporate Development

Donald E. Kiernan 53 Senior Vice 7-93
President, Treasurer
and Chief Financial
Officer

Robert G. Pope* 58 Vice Chairman of 7-93
Southwestern Bell
Corporation and
President and
Chief Executive
Officer of
Southwestern Bell
Telephone Company

*Mr. Robert G. Pope has announced his intention to retire
effective March 31, 1994.

All of the above Executive Officers have held high-level
managerial positions with the Corporation, its subsidiaries or
former affiliates for more than the past five years, except for
Messrs. Kiernan and Kahan who have held such high-level
managerial positions since May 1990 and January 1992,
respectively. Prior to their appointments as Executive Officers,
Mr. Kiernan was a partner with Ernst & Young and Mr. Kahan held
responsible managerial positions with the Corporation. Officers
of the Corporation are appointed by the Corporation's Board of
Directors. Officers are not appointed to a fixed term of office
but hold office until their successors are elected and qualified.

PART II

Items 5 through 8.

The information required by these Items is included in the "Stock
Performance" section on page 1, page 20 through page 43 and in
the "Stock Data" section on the back cover of the registrant's
annual report to shareowners for the fiscal year ended December
31, 1993. Such information is incorporated herein by reference
pursuant to General Instruction G(2).

Item 9. Changes in and disagreements with Accountants on
Accounting and Financial Disclosure.

No changes in accountants or disagreements with accountants on
any accounting or financial disclosure matters occurred during
the period covered by this report.

PART III

Items 10 through 13.

Information regarding executive officers required by Item 401 of
Regulation S-K is furnished in a separate disclosure in Part I of
this report since the registrant did not furnish such information
in its definitive proxy statement prepared in accordance with
Schedule 14A.

The other information required by these Items is included in the
registrant's definitive proxy statement, dated March 18, 1994,
from page 4 through page 9 and beginning with the last paragraph
on page 16 through page 24 and is incorporated herein by
reference pursuant to General Instruction G(3).

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.

(a) Documents filed as a part of the report:
Page

(1) Consolidated Financial Statements:

Consolidated Statements of Income *
Consolidated Balance Sheets *
Consolidated Statements of Cash Flows *
Consolidated Statements of Shareowners' Equity *
Notes to Consolidated Financial Statements *
Report of Independent Auditors *
__________

* Incorporated herein by reference to the appropriate portions
of the registrant's annual report to shareowners for the
fiscal year ended December 31, 1993. (See Part II.)

Page
(2)Financial Statement Schedules:
Consent of Independent Auditors 25
V-Property, Plant and Equipment 26
VI-Accumulated Depreciation, Depletion
and Amortization of Property, Plant and
Equipment 30
VIII-Valuation and Qualifying Accounts 31
X-Supplementary Income Statement Information 33

Financial statement schedules other than those listed above
have been omitted because the required information is
contained in the financial statements and notes thereto, or
because such schedules are not required or applicable.

(3) Exhibits:

Exhibits identified in parentheses below, on file with the
SEC, are incorporated by reference as exhibits hereto.

3-a Certificate of Incorporation of Southwestern Bell
Corporation (restated), dated June 6, 1988. (Exhibit
3-a to Form 10-K for 1988, File 1-8610.)

3-b Bylaws of Southwestern Bell Corporation, dated June 28,
1991. (Exhibit 3-b to Form 10-Q for the second quarter
1991, File 1-8610.)

4-a Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), no
instrument which defines the rights of holders of long
and intermediate term debt of the registrant or any of
its consolidated subsidiaries is filed herewith.
Pursuant to this regulation, the registrant hereby
agrees to furnish a copy of any such instrument to the
SEC upon request.

4-b Support Agreement dated November 10, 1986, between
Southwestern Bell Corporation and Southwestern Bell
Capital Corporation. (Exhibit 4-b to Registration
Statement No. 33-11669)

4-c Form of Rights Agreement, 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-d Amendment of Rights Agreement, 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-e 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.)

10-a Southwestern Bell Corporation Senior Management Short
Term Incentive Plan, revised January 1, 1991.
(Exhibit 10-a to Form 10-K for 1990, File 1-8610.)

10-b Southwestern Bell Corporation Senior Management Long
Term Incentive Plan, revised effective January 1, 1993.
(Exhibit 10-b to Form 10-K for 1992, File 1-8610.)

10-c Southwestern Bell Corporation Senior Management
Survivor Benefit Plan. (Exhibit 10-c to Form 10-K for
1986, File 1-8610.)

10-d Southwestern Bell Corporation Senior Management
Supplemental Retirement Income Plan, revised effective
January 1, 1993. (Exhibit 10-d to Form 10-K for 1992,
File 1-8610.)

10-e Southwestern Bell Corporation Senior Management
Deferred Compensation Plan Effective for Units of
Participation Having a Unit Start Date Prior to January
1, 1988, revised October 27, 1989. (Exhibit 10-e to
Form 10-K for 1989, File 1-8610.)

10-f Southwestern Bell Corporation Senior Management
Deferred Compensation Plan of 1988 Effective for Units
of Participation Having a Unit Start Date of January 1,
1988 or Later, revised and restated October 27, 1989.
(Exhibit 10-f to Form 10-K for 1989, File 1-8610.)

10-g Southwestern Bell Corporation Senior Management Long
Term Disability Plan. (Exhibit 10-f to Form 10-K for
1986, File 1-8610.)

10-h Southwestern Bell Corporation Senior Management
Incentive Award Deferral Plan. (Exhibit 10-g to
Form 10-K for 1986, File 1-8610.)

10-i Southwestern Bell Corporation Senior Management
Financial Counseling Program. (Exhibit 10-h to Form
10-K for 1986, File 1-8610.)

10-j Southwestern Bell Corporation Senior Management
Executive Health Plan, effective January 1, 1987.
(Exhibit 10-i to Form 10-K for 1986, File 1-8610.)

10-k Southwestern Bell Corporation Retirement Plan for Non-
Employee Directors. (Exhibit 10-t to Form 10-K for
1985, File 1-8610.)

10-l Form of Indemnity Agreement, effective July 1, 1986,
between Southwestern Bell Corporation and each of its
directors and officers. (Appendix 1 to Definitive
Proxy Statement dated March 18, 1987, File 1-8610.)

10-m Form of Southwestern Bell Corporation Change of Control
Severance Agreements for all Officers of the
Corporation and certain Officers of the Corporation's
subsidiaries. (Exhibit 10-p to Form 10-K for 1988,
File 1-8610.)

10-n Southwestern Bell Corporation Stock Savings Plan,
revised effective January 1, 1994. (Appendix A to
Definitive Proxy Statement dated March 18, 1994,
File 1-8610.)

10-o Southwestern Bell Corporation 1992 Stock Option Plan.
(Appendix A to Definitive Proxy Statement dated March
12, 1992, File 1-8610.)

10-p Key Executive Officer Short Term Incentive Plan.
(Appendix B to Definitive Proxy Statement dated March
18, 1994, File 1-8610.)

12 Computation of Ratios of Earnings to Fixed Charges.

13 Portions of Southwestern Bell Corporation's annual
report to shareowners for the fiscal year ended
December 31, 1993 which are incorporated by reference.

21 Subsidiaries of Southwestern Bell Corporation

23 Consent of Independent Auditors

24 Powers of Attorney

99-a Annual Report on Form 11-K for the Southwestern Bell
Corporation Savings Plan for Salaried Employees for the
year 1993 to be filed under Form 10-K/A

99-b Annual Report on Form 11-K for the Southwestern Bell
Corporation Savings and Security Plan (Non-Salaried

Employees) for the year 1993 to be filed under Form 10-
K/A

Southwestern Bell Corporation will furnish to shareowners upon
request, and without charge, a copy of the annual report to
shareowners and the proxy statement, portions of which are
incorporated by reference in the Form 10-K. Southwestern Bell
Corporation will furnish any other exhibit at cost.

(b)Reports on Form 8-K:

On December 7, 1993, Southwestern Bell Corporation filed a
Current Report on Form 8-K, dated December 6, 1993,
reporting on Item 5, Other Events.

SOUTHWESTERN BELL CORPORATION Schedule V - Sheet 1
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Retirements Other Balance at
Beginning of at cost Changes End of
Classification Period -Note (a) -Note (b) -Note (d) Period

Year 1993
Aerial Cable $ 1,325.3 $ 52.1 $ 22.2 $ (.7) $ 1,354.5
Aerial Wire 34.8 .8 1.1 - 34.5
Buildings 2,646.8 138.0 36.5 1.8 2,750.1
Buried Cable 6,230.3 453.9 57.6 52.1 6,678.7
Central Office Assets 9,271.4 884.0 449.1 16.9 9,723.2
Conduit Systems 1,294.8 46.9 2.4 .3 1,339.6
Furniture and Office 1,514.6 179.2 95.0 11.2 1,610.0
Equipment
Held for Future Use 8.3 - - (7.9) .4
Information Equipment 510.0 47.5 67.9 27.1 516.7
Intrabuilding Network 143.5 1.1 1.8 - 142.8
Cable
Land 207.3 2.9 3.2 (14.0) 193.0
Other Communications 915.5 298.4 34.2 (306.4) 873.3
Equipment
Poles 312.6 9.3 4.1 - 317.8
Submarine Cable 4.7 .1 .1 .1 4.8
Underground Cable 2,028.7 85.1 15.2 7.1 2,105.7
Vehicles and Work 529.8 46.8 19.9 (31.2) 525.5
Equipment

Total Property, $ 26,978.4 $ 2,246.1 $ 810.3 $ (243.6) $ 28,170.6

Plant and Equipment
<FN>
Depreciation as a percentage of average depreciable 7.0%
plant and equipment

The Notes on Sheet 4 are an integral part of this Schedule.

Schedule V - Sheet 2
SOUTHWESTERN BELL CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Retirements Other Balance at
Beginning of at cost Changes End of
Classification Period -Note (a) -Note (b) -Note (c) Period

Year 1992

Aerial Cable $ 1,299.7 $ 47.9 $ 22.3 $ - $ 1,325.3
Aerial Wire 34.8 .6 .6 - 34.8
Buildings 2,528.8 130.8 14.4 1.6 2,646.8
Buried Cable 5,918.5 390.2 55.3 (23.1) 6,230.3
Central Office Assets 8,985.3 941.6 528.7 (126.8) 9,271.4
Conduit Systems 1,267.9 28.7 1.8 - 1,294.8
Furniture and Office 1,387.0 184.8 65.7 8.5 1,514.6
Equipment
Held for Future Use 6.6 3.2 .2 (1.3) 8.3
Information Equipment 569.1 45.8 130.1 25.2 510.0
Intrabuilding Network 144.2 1.5 2.4 .2 143.5
Cable
Land 207.6 2.4 3.8 1.1 207.3
Other Communications 610.5 287.4 126.4 144.0 915.5
Equipment
Poles 307.1 9.5 4.0 - 312.6
Submarine Cable 4.7 - - - 4.7
Underground Cable 1,981.2 62.4 15.0 .1 2,028.7
Vehicles and Work 502.4 45.3 17.9 - 529.8
Equipment
Total Property, $25,755.4 $2,182.1 $ 988.6 $ 29.5 $ 26,978.4
Plant and Equipment
<FN>
Depreciation as a percentage of average depreciable 6.8%
plant and equipment

The Notes on Sheet 4 are an integral part of this Schedule.

SOUTHWESTERN BELL CORPORATION Schedule V - Sheet 3
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Retirements Other Balance at
Beginning at cost Changes End of
Classification of Period -Note (a) -Note (b) -Note (c) Period

Year 1991

Aerial Cable $ 1,281.8 $ 46.5 $ 27.2 $ (1.4) $ 1,299.7
Aerial Wire 35.1 .5 .8 - 34.8
Buildings 2,382.3 174.4 13.1 (14.8) 2,528.8
Buried Cable 5,688.7 299.0 67.7 (1.5) 5,918.5
Central Office Assets 8,665.2 820.4 517.8 17.5 8,985.3
Conduit Systems 1,238.8 31.7 2.4 (.2) 1,267.9
Furniture and Office Equipment 1,299.1 161.3 77.3 3.9 1,387.0
Held for Future Use 14.5 2.2 .7 (9.4) 6.6
Information Equipment 532.8 49.9 27.7 14.1 569.1
Intrabuilding Network Cable 141.1 2.1 2.5 3.5 144.2
Land 184.7 23.3 .4 - 207.6
Other Communications Equipment 469.3 155.4 18.2 4.0 610.5
Poles 310.4 9.9 13.2 - 307.1
Submarine Cable 4.8 - .1 - 4.7
Underground Cable 1,931.2 73.0 23.0 - 1,981.2
Vehicles and Work Equipment 490.5 38.3 19.6 (6.8) 502.4
Total Property, Plant and $ 24,670.3 $ 1,887.9 $ 811.7 $ 8.9 $ 25,755.4
Equipment

<FN>
Depreciation as a percentage of average depreciable plant 6.8%
and equipment

The Notes on Sheet 4 are an integral part of this Schedule.

Schedule V - Sheet 4

(a) Includes allowance for funds used during construction and additions to capitalized leases.

(b) Items of telephone plant, when retired or sold are deducted from the property accounts at the
amount of cost originally recorded. Amounts are estimated if original historical cost is not
known.

(c) Primarily includes transfers to and from Material and Supplies for reused material for
Southwestern Bell Telephone Company (Telephone Company). The 1992 amounts include certain
reclassifications.

(d) Primarily equipment sold relating to Metromedia Paging Services, Inc. Also includes transfers
to and from Material and Supplies for reused material for the Telephone Company. Amounts also
include certain reclassifications.

SOUTHWESTERN BELL CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E COL. F

Additions
Balance at Charged Other Balance
Beginning to Expense Changes at End of
Description of Period Retirements -Note Period

Year 1993 $ 10,079.0 1,906.9 806.2 (100.6) (b) $ 11,079.1
Year 1992 $ 9,245.1 1,762.1 914.4 (13.8) (a) $ 10,079.0
Year 1991 $ 8,348.0 1,676.5 793.3 13.9 (a) $ 9,245.1

<FN>
_________

(a) Comprised principally of the following items:

(1)Amounts received for property, plant and equipment sold primarily relating to Southwestern
Bell Telephone Company (Telephone Company).
(2)Provisions for the cost of removing plant and equipment retired primarily relating to the
Telephone Company.
(3)The Telephone Company's deferral of certain interstate amortization expenses to 1992, as
required by the FCC beginning in July 1991.

(b) Comprised principally of the following items:

(1)Provisions for the cost of removing plant and equipment retired primarily relating to the
Telephone Company and equipment sold relating to Metromedia Paging Services, Inc.
(2)Amounts received for property, plant and equipment sold primarily relating to the Telephone
Company.

SOUTHWESTERN BELL CORPORATION Schedule VIII - Sheet 1
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Allowance for Uncollectibles
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E

Additions
(1) (2)
Charged
Balance at to Other Balance
Beginning Charged Accounts Deductions at End of
Description of Period to Revenue -Note (a) Note (b) Period

Year 1993 $ 95.5 149.9 35.2 169.4 $ 111.2
Year 1992 $ 82.3 134.9 36.5 158.2 $ 95.5
Year 1991 $ 81.0 127.8 24.6 151.1 $ 82.3

<FN>

(a)Amounts previously written off which were credited directly to this account when recovered.

(b)Amounts written off as uncollectible.

SOUTHWESTERN BELL CORPORATION Schedule VIII - Sheet 2
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Accumulated Amortization of Intangibles
Dollars in Millions

COL. A COL. B COL. C COL. D COL. E

Additions
(1) (2)

Balance at Charged Balance
Beginning Charged to Other Deductions at End of
Description of Period to Expense Accounts Period

Year 1993 $ 443.6 100.1 .7 176.2 (a) $ 368.2
Year 1992 $ 366.0 80.1 - 2.5 $ 443.6
Year 1991 $ 294.4 88.4 .6 17.4 $ 366.0

<FN>

(a)Primarily related to the disposition of Metromedia Paging Services, Inc.

SOUTHWESTERN BELL CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Dollars in Millions

Column B -
Charged to
Column A - Item Expense

Year 1993
1. Maintenance and repairs $1,530.4

2. Taxes, other than payroll and
income taxes
Property $ 306.4

Gross receipts $ 179.0

3. Advertising costs $ 89.5

Year 1992

1. Maintenance and repairs $1,676.9

2. Taxes, other than payroll and
income taxes
Property $ 283.1

Gross receipts $ 148.8

3. Advertising costs $ 85.0

Year 1991
1. Maintenance and repairs $1,534.6

2. Taxes, other than payroll and
income taxes

Property $ 274.9

Gross receipts $ 131.3
3. Advertising costs $ 79.0

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 18th day of March, 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 Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and 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
Senior Vice President, Treasurer
and Chief Financial Officer

/s/ Donald E. Kiernan
Directors: (Donald E. Kiernan, as attorney-
in-fact and on his own behalf as
Principal Financial Officer
Edward E. Whitacre Jr.* and Principal
Clarence C. Barksdale* Accounting Officer)
James E. Barnes*
Jack S. Blanton*
August A. Busch III* March 18, 1994
Ruben R. Cardenas*
Martin K. Eby, Jr.*
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Sybil C. Mobley*
Haskell M. Monroe, Jr.*
Robert G. Pope *
Carlos Slim Helu*
Patricia P. Upton *

* by power of attorney

EXHIBIT INDEX