Exhibit 24




                                  POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS:

              THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a Delaware
          corporation, hereinafter referred to as the "Corporation,"
          proposes to file with the Securities and Exchange Commission,
          under the provisions of the Securities Exchange Act of 1934, as
          amended, an annual report on Form 10-K, and

              WHEREAS, the undersigned is an officer or a director, or
          both, of the Corporation, as set forth beneath his or her
          signature;

              NOW, THEREFORE, the undersigned hereby constitutes and
          appoints Robert G. Pope, James D. Ellis, William J. Free, Donald
          E. Kiernan, Judith M. Sahm, or any one of them, his or her
          attorney, for him or her and in his or her name, place and stead,
          and in his or her office and capacity in the Corporation as an
          officer or a director, or, if he or she holds both such offices,
          then as both an officer and as a director, to execute and file
          such annual report, and thereafter to execute and file any
          amendment or amendments thereto, hereby giving and granting to
          said attorneys full power and authority to do and perform each
          and every act and thing whatsoever requisite or necessary to be
          done in and concerning the premises, as fully to all intents and
          purposes as he or she might or could do if personally present at
          the doing thereof, hereby ratifying and confirming all that said
          attorneys may or shall lawfully do, or cause to be done, by
          virtue hereof.

              IN WITNESS WHEREOF, the undersigned executed this Power of
          Attorney the 28th day of January, 1994.





          /s/ Edward E. Whitacre, Jr.
          Edward E. Whitacre, Jr.
          Director and Chairman of the Board
          and Chief Executive Officer  










                                                          Exhibit 24

                                  POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS:

              THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a Delaware
          corporation, hereinafter referred to as the "Corporation,"
          proposes to file with the Securities and Exchange Commission,
          under the provisions of the Securities Exchange Act of 1934, as
          amended, an annual report on Form 10-K, and

              WHEREAS, the undersigned is an officer or a director, or
          both, of the Corporation, as set forth beneath his or her
          signature;

              NOW, THEREFORE, the undersigned hereby constitutes and
          appoints Edward E. Whitacre, Jr., Robert G. Pope, James D. Ellis,
          William J. Free, Donald E. Kiernan, Judith M. Sahm, or any one of
          them, his or her attorney, for him or her and in his or her name,
          place and stead, and in his or her office and capacity in the
          Corporation as an officer or a director, or, if he or she holds
          both such offices, then as both an officer and as a director, to
          execute and file such annual report, and thereafter to execute
          and file any amendment or amendments thereto, hereby giving and
          granting to said attorneys full power and authority to do and
          perform each and every act and thing whatsoever requisite or
          necessary to be done in and concerning the premises, as fully to
          all intents and purposes as he or she might or could do if
          personally present at the doing thereof, hereby ratifying and
          confirming all that said attorneys may or shall lawfully do, or
          cause to be done, by virtue hereof.

              IN WITNESS WHEREOF, the undersigned executed this Power of
          Attorney the 28th day of January, 1994.  


          /s/ Clarence C. Barksdale              /s/ James E. Barnes
          Clarence C. Barksdale                      James E. Barnes
          Director                                         Director 


          /s/ Jack S. Blanton                /s/ August A. Busch III
          Jack S. Blanton                        August A. Busch III
          Director                                         Director 









          /s/ Ruben R. Cardenas               /s/ Martin K. Eby, Jr.
          Ruben R. Cardenas                      Martin K. Eby, Jr. 
          Director                                          Director


          /s/ Tom C. Frost                              /s/ Jess Hay
          Tom C. Frost                                      Jess Hay
          Director                                          Director



          /s/ B. R. Inman                      /s/ Charles F. Knight
          B. R. Inman                              Charles F. Knight
          Director                                         Director 



          /s/ Sybil C. Mobley            /s/ Haskell M. Monroe, Jr. 
          Sybil C. Mobley                     Haskell M. Monroe, Jr.
          Director                                          Director



          /s/ Carlos Slim Helu            /s/ Patricia P. Upton     
          Carlos Slim Helu                         Patricia P. Upton
          Director                                        Director  









          Exhibit 24




                                  POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS:

              THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a Delaware
          corporation, hereinafter referred to as the "Corporation,"
          proposes to file with the Securities and Exchange Commission,
          under the provisions of the Securities Exchange Act of 1934, as
          amended, an annual report on Form 10-K, and

              WHEREAS, the undersigned is an officer or a director, or
          both, of the Corporation, as set forth beneath his or her
          signature;

              NOW, THEREFORE, the undersigned hereby constitutes and
          appoints Edward E. Whitacre, Jr., James D. Ellis, William J.
          Free, Donald E. Kiernan, Judith M. Sahm, or any one of them, his
          or her attorney, for him or her and in his or her name, place and
          stead, and in his or her office and capacity in the Corporation
          as an officer or a director, or, if he or she holds both such
          offices, then as both an officer and as a director, to execute
          and file such annual report, and thereafter to execute and file
          any amendment or amendments thereto, hereby giving and granting
          to said attorneys full power and authority to do and perform each
          and every act and thing whatsoever requisite or necessary to be
          done in and concerning the premises, as fully to all intents and
          purposes as he or she might or could do if personally present at
          the doing thereof, hereby ratifying and confirming all that said
          attorneys may or shall lawfully do, or cause to be done, by
          virtue hereof.

              IN WITNESS WHEREOF, the undersigned executed this Power of
          Attorney the 28th day of January, 1994.





          /s/ R. G. Pope
          R. G. Pope
          Director and Vice Chairman