Rule 424(b)(3)
File No. 33-45490
File No. 33-45490-01
PRICING SUPPLEMENT NO 70D DATED December 14, 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 Notes
Principal amount offered: $50,000,000
Trade Date: 12/12/95 Interest Rate Per 7.00%
Annum:
Date of Issue: 12/28/95 Stated Maturity 12/28/2020
(Settlement Date) Date:
Agent: Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch")
Interest rates offered by Southwestern Bell Capital Corporation, from
time to time, with respect to Notes offered through the Prospectus
Supplement Dated August 19, 1992, may vary depending upon, among other
things, the aggregate principal amount thereof purchased in any single
transaction.
Merrill Lynch has agreed to purchase the Notes offered hereby as
principal at a price equal to 98.0% of the principal amount offered
hereby, for resale to investors and other purchasers at varying prices
related to prevailing market prices at the time of resale. Merrill
Lynch will be committed to take and pay for the principal amount of
such Notes.
Interest Payment Dates: On the 28th day of each calendar month.
Regular Record Dates: On the 13th day of each calendar month.
Form of Note: Book Entry Only
Depository: DTC
Redemption: The Notes offered hereby are not redeemable prior to
December 28, 2000. On or after December 28, 2000, and prior to
maturity, Southwestern Bell Capital Corporation, at its option, may
redeem such Notes in whole, on the Interest Payment Date occurring on
December 28, 2000, or on any Interest Payment Date occurring in any
June or December thereafter, at a redemption price equal to 100.00% of
the principal amount of such Notes, upon at least 30 days prior notice.
Use of Proceeds: The net proceeds to Southwestern Bell Capital
Corporation from the sale of the Notes offered hereby will be used to
repay part of Southwestern Bell Capital Corporation's outstanding
Commercial Paper and for other general corporate purposes. As of
November 30, 1995, Southwestern Bell Capital Corporation had
approximately $649.9 million aggregate principal amount of Commercial
Paper outstanding with an effective annual interest rate of
approximately 5.75%, and an average maturity of 52 days.
