AMENDMENT dated as of January 4, 1998, to the Rights
               Agreement dated as of December 11, 1996 (the "Rights
               Agreement"), between SOUTHERN NEW ENGLAND TELECOMMUNICATIONS
               CORPORATION (the "Company") and STATE STREET BANK AND TRUST
               COMPANY, as Rights Agent (the "Rights Agent").

          Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken prior to
executing the Merger Agreement and Stock Option Agreement referred to
below:

          Section 1. Amendments to Rights Agreement. The Rights Agreement
is hereby amended as follows:

          (a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end
thereof:

               "Notwithstanding anything in this Rights Agreement to the
          contrary, none of SBC Communications Inc., SBC (CT), Inc. or any
          Affiliate or Associate of either shall be deemed to be an
          Acquiring Person, either individually or collectively, solely by
          virtue of (i) the announcement of the Merger (as such term is
          defined in the Merger Agreement), (ii) the acquisition of Common
          Shares of the Company pursuant to the Merger or the Stock Option
          Agreement, (iii) the execution of the Merger Agreement or the
          Stock Option Agreement or (iv) the consummation of the Merger or
          of the other transactions contemplated in the Merger Agreement or
          the Stock Option Agreement."

          (b) The following definitions shall be added to Section 1 of the
Rights Agreement:

               "(o) "Merger Agreement" shall mean the Agreement and Plan of
          Merger dated as of January 4, 1998 among SBC Communications Inc.,
          SBC (CT), Inc. and the Company."

               "(p) "Stock Option Agreement" shall mean the Stock Option
          Agreement dated as of January 4, 1998 between the Company and SBC
          Communications Inc."

          (c) Section 3(a) of the Rights Agreement is amended (i) to add
the following sentence at the end thereof:

               "Notwithstanding anything in this Rights Agreement to the
          contrary, a Distribution Date shall not be deemed to have
          occurred solely




          as the result of (i) the announcement of the Merger, (ii) the
          acquisition of Common Shares of the Company pursuant to the
          Merger or the Stock Option Agreement, (iii) the execution of the
          Merger Agreement or the Stock Option Agreement or (iv) the
          consummation of the Merger or of the other transactions
          contemplated in the Merger Agreement or the Stock Option
          Agreement."; and

               (ii) to replace the words "the tenth day (or such later date
          as may be determined by action of the Board of Directors of the
          Company prior to such time as any Person becomes an Acquiring
          Person") in Section 3(a)






                                                                          2


with the following: "the date, if any, as may be designated by the Board of
Directors of the Company".

          Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.

          Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Connecticut applicable
to contracts to be made and performed entirely within such State.


          IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.

                                SOUTHERN NEW ENGLAND
                                TELECOMMUNICATIONS CORPORATION,


                                 by: /s/ Daniel J. Miglio
                                     ----------------------------
                                     Name:  Daniel J. Miglio
                                     Title: Chairman of the Board
                                            and Chief Executive Officer


                                STATE STREET BANK & TRUST COMPANY,
                                as Rights Agent


                                 by: /s/ Stephen Cesso
                                     -----------------------------
                                     Name:  Stephen Cesso
                                     Title: Vice President &
                                            Associate Counsel