Rule 424(b)(3)
File No. 33-45490
File No. 33-45490-01
PRICING SUPPLEMENT NO. 32D DATED December 9, 1994
(To Prospectus Dated August 12, 1992, as supplemented by the
Prospectus Supplement Dated August 19, 1992)
SOUTHWESTERN BELL CAPITAL CORPORATION
Medium-Term Notes, Series D
Due From 9 months to 30 Years From Date of Issue
Fixed Rate Note
Trade Date: 12/07/94 Interest Rate Per 8.80%
Annum:
Settlement 12/14/94 Stated Maturity 12/14/2004
Date: Date:
Issue Price (expressed as a percentage
of the Principal Amount, before Agent's discount): 100%
Agent's commission or discount from Issue
Price (expressed as a percentage of the Issue Price): .625%
Regular Interest Payment Dates: March 1 and September 1
Form of Note: Book Entry Depository: DTC
Principal amount offered to or through each Agent:
$ Salomon Brothers Inc, acting as: ___ agent
___ principal
$ 1,000,000 CS First Boston Corporation, acting as: X agent
___ principal
$13,000,000 Merrill Lynch & Co., acting as: X agent
___ principal
If acting as principal, the Agents propose to resell the Notes at
varying prices related to prevailing market prices at the time of
resale, as determined by each Agent. Each Agent will be committed to
take and pay for its respective principal amount of the Notes if any
are taken by such Agent.
Redemption:
The medium-term notes are not redeemable prior to December 14, 1999.
On or after December 14, 1999 and prior to maturity, Southwestern Bell
Capital Corporation, at its option, may redeem all or from time to
time any part of the medium-term notes upon not less than 30 days but
not more than 60 days notice at the following redemption prices
(expressed as a percentage of the principal amount) during the 12-
month periods beginning December 14, in each case together with
accrued interest to the redemption date.
Redemption
Year Price
1999 102.00%
2000 101.00%
2001 100.00%
