SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

                                
  Amendment of Retirement and Disability Plan for Non-Employee
                           Directors.

   On February 14, 1996, the Retirement and Disability Plan for 
   Non-Employee  Directors of Southern New England Telecommunications
   Corporation (the "Plan") was amended to provide that eligibility  
   for benefits under the Plan shall be limited to those participants 
   as of February 14, 1996, that the amount of accrued pension benefits 
   for participants shall be frozen as of May 31, 1996 and that 
   benefits payable to  participants shall continue to be paid under 
   the terms of the  Plan  until such  benefit  obligations are 
   satisfied  whereupon  the  Plan shall terminate.