Exhibit 4-a

            SOUTHWESTERN BELL CAPITAL CORPORATION

                    Officers' Certificate

                 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"), SBC Communications Inc. (formerly known as
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"), the undersigned officers, Donald E.
Kiernan, President, and Wayne Wirtz, Secretary, do hereby
execute and deliver this Officers' Certificate for the purpose
of clarifying certain provisions of paragraph A.4. of the
Company's Officers' Certificate, dated August 19, 1992 (the
"1992 Officers' Certificate"), that relate to the
establishment of the Series of its debt securities known as
"Medium-Term Notes, Series D, Due From Nine Months to Thirty
Years From Date of Issue" (the "Notes").  The clarification
relates to the Interest Payment Dates and corresponding Record
Dates for Notes bearing interest at a fixed rate ("Fixed Rate
Notes") and is to the effect that, consistent with the
procedure for Floating Rate Notes (as defined in the 1992
Officers' Certificate), any officer of the Company designated
by resolution of the Board of Directors (each, an "Authorized
Officer") may establish such dates if other than the ones set
forth in the 1992 Officers' Certificate.  (Unless otherwise
defined, all capitalized terms shall have the meaning ascribed
to them in the Indenture.)  The Interest Payment Dates and
Record Dates for Fixed Rate Notes shall be the specific semi-
annual dates set forth in the 1992 Officers' Certificate
unless determined and established as other dates (and/or other
frequencies) on behalf of the Company by an Authorized Officer
from time to time, as evidenced by the Settlement
Instructions. As so clarified, the undersigned hereby certify
that each of the terms of the Series set forth in the 1992
Officers' Certificate remain in full force and effect as of
the date hereof.

          B.   The form of the Fixed Rate Note is hereby
approved in the Form attached as Annex A.

          C.   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
December 1995.


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





                              /s/ Wayne Wirtz
                                  Wayne Wirtz
                                    Secretary








[SEAL]