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