SOUTHWESTERN BELL CORP
424B3, 1995-02-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                             Rule 424(b)(3)
                                             File No. 33-45490
                                             File No. 33-45490-01


PRICING SUPPLEMENT NO. 41D DATED February 27, 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:      2/23/1995   Interest Rate Per       8.16%
                             Annum:
                                                
Settlement       3/02/1995   Stated Maturity    3/02/2005
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:

$10,000,000.00  Salomon Brothers Inc, acting     X   agent
                as:
                                                     principal
                                                     
                CS First Boston Corporation,         agent
                acting as:
                                                     principal
                                                     
                Merrill Lynch & Co., acting          agent
                as:
                                                     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 March 2,
2000.  On or after March 2, 2000 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 March
2, in each case together with accrued interest to the redemption
date.


                              Redemption
            Year                     Price
            2000                    102.00%
            2001                    101.00%
            2002                    100.00%



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