SOUTHWESTERN BELL CORP
424B3, 1995-02-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                       Rule 424(b)(3)
                                       File No. 33-45490
                                       File No. 33-45490-01


PRICING SUPPLEMENT NO.   36D   DATED February 22, 1995
(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:     2/21/1995  Interest Rate Per        7.83%
                            Annum:
                                                      
Settlement      2/28/1995  Stated Maturity Date:   2/28/2000
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): .50%


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
                                                    
                                                    
              CS First Boston Corporation,          agent
              acting as:
                                                    principal
                                                    
                                                    
$19,000,000.00 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:

     X   The Notes are not redeemable prior to the Maturity Date.

         The Notes are redeemable prior to the Maturity Date at
         the option of the Company on or after_________  at par.



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