Exhibit 4.a 



                         SOUTHWESTERN BELL CAPITAL CORPORATION

                                 Officers' Certificate

                                      May 12, 1994

                              Pursuant to Section 2.02(b)
                                    of the Indenture


                       A.   Pursuant to Section 2.02(b) of the Indenture,
             dated as of February 1, 1987, as supplemented by the First
             Supplemental Indenture, dated as of October 1, 1990 (together,
             the "Indenture"), among Southwestern Bell Capital Corporation
             (the "Company"), Southwestern Bell Corporation and The Bank of
             New York, as Trustee (the "Trustee"), and pursuant to the
             resolutions of the Board of Directors of the Company adopted
             on January 31, 1992 (the "Resolutions"), attached hereto as
             Annex A, the undersigned officers, Donald E. Kiernan,
             President, and Roger Wohlert, Vice President and Treasurer, do
             hereby certify that the form of the Floating Rate Note (the
             "Note") is hereby approved in the form attached as Annex A. 
             The Note is one of a duly authorized issue of notes of the
             Company of the Series "Medium-Term Notes, Series D, Due From
             Nine Months to Thirty Years From Date of Issue".

                       B.   Each of the undersigned has read the Indenture,
             including the provisions of Section 2.02 and the definitions
             relating thereto, and the Resolutions.  In the opinion of each
             of the undersigned, he has made such examination or
             investigation as is necessary to enable him to express an
             informed opinion as to whether or not all the conditions
             precedent provided in the Indenture relating to the
             establishment of the form of Note have been complied with.  In
             the opinion of the undersigned, all such conditions precedent
             have been complied with. 

                       IN WITNESS WHEREOF, the undersigned have hereunto
             executed this Officers' Certificate as of the 12th day of May,
             1994.



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




                                            /s/ Roger Wohlert     
                                                      Roger Wohlert  
                                                 Vice President 
                                                 and Treasurer             
                                                                            
                     
             [SEAL]