As filed with the Securities and Exchange Commission
   on June 24, 1994.  Registration No. ______________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            _____________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                            ____________________

                        SOUTHWESTERN BELL CORPORATION

  A DELAWARE CORPORATION                      IRS TAXPAYER NO. 43-1301883  

                    175 E. Houston Street, San Antonio, Texas  78205-2233
                             Attn:  Judith Sahm, (210) 821-4105
                                  ____________________

             SOUTHWESTERN BELL CORPORATION STOCK SAVINGS PROGRAM

                              consisting of:  
            the Southwestern Bell Corporation Stock Savings Plan,
      the Southwestern Bell Corporation Management Stock Savings Plan, 
       and the Southwestern Bell Corporation Stock Based Savings Plan
                            ____________________

  Please send copies of all 
  communications to:                        Name, address and telephone number 
                                            of agent for service:
  Wayne Wirtz, Esq.                         Judith Sahm
  Southwestern Bell Corporation             Southwestern Bell Corporation
  175 E. Houston Street, 12th Floor         175 E. Houston Street, 11th Floor
  San Antonio, Texas  78205-2233            San Antonio, Texas 78205-2233
                                            (210) 821-4105


                         CALCULATION OF REGISTRATION FEE
TITLE OF       AMOUNT     PROPOSED MAXIMUM PROPOSED MAXIMUM   AMOUNT OF
SECURITIES TO  TO BE      OFFERING PRICE   AGGREGATE          REGISTRATION
BE REGISTERED  REGISTERED PER SHARE (1)    OFFERING PRICE (1)  FEE
Common Stock,  7,000,000   $42.5625        $297,937,500.00     $ 102,737.07 
$1.00 par value                                               
per share (2) 
 Options (3)  4,500,000  (4)                  (4)                (4) 
 (1)  The price per share as estimated in accordance with Rule 457(c) and
      (h) for purposes of calculating the registration fee.  The fee was
      computed based on 7,000,000 shares (using the average of the high and
      low price of the stock as of June 21, 1994). 
 (2)  Includes rights attached pursuant to Southwestern Bell Corporation's
      Shareowner Rights Plan.
 (3)  Each option entitles the holder to purchase one share of common
      stock.
 (4)  No separate consideration will be received for the issuance of the
      options.
<PAGE>



 Pursuant to Rule 416(a) this Registration Statement also covers such
 indeterminate number of additional shares of Common Stock and additional
 options as is necessary to eliminate any dilutive effect of any future
 stock split or stock dividend.  No additional registration fee is
 required.
 Prospectus herein also relates to Registration Statement No. 33-37451
 pursuant to Rule 429.




 EXPLANATION


   This Registration Statement is being filed solely to register an
 additional 7,000,000 shares of  common stock and 4,500,000 stock options
 of Southwestern Bell Corporation to be offered under the Southwestern Bell
 Corporation Stock Savings Program, consisting of the Southwestern Bell
 Corporation Stock Savings Plan, the Southwestern Bell Corporation
 Management Stock Savings Plan, and the Southwestern Bell Corporation Stock
 Based Savings Plan (the "Program").  The contents of the earlier
 Registration Statement No. 33-37451 filed on October 26, 1990, are
 incorporated herein by reference.  
<PAGE>



                PART II.  SIGNATURES


 THE REGISTRANT:

   Pursuant to the requirements of the Securities Act of 1933, the
 registrant certifies that it has reasonable grounds to believe that it
 meets all of the requirements for filing of Form S-8 and has duly caused
 this Registration Statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of San Antonio and State of Texas
 on the 24th day of June, 1994.

                               SOUTHWESTERN BELL CORPORATION

                               By:   /s/ Donald E. Kiernan      
                                     Donald E. Kiernan 
                                     Senior Vice President, Treasurer 
                                     and Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed below by the following persons in
 the capacities and on the date indicated:

 Principal Executive Officer:    Edward E. Whitacre, Jr.,*
                                 Chairman and Chief Executive Officer

 Principal Financial and Accounting Officer:  Donald E. Kiernan,
                                              Senior Vice President, Treasurer
                                              and Chief Financial Officer


                                 By:      /s/ Donald E. Kiernan   
                                    Donald E. Kiernan, as attorney-in-fact
                                    for Mr. Whitacre, the Directors,and on
                                    his own behalf as Principal Financial
                                    Officer and Principal Accounting
                                    Officer
               
                                      June 24, 1994

 DIRECTORS:
          Clarence C. Barksdale*
          James E. Barnes*
          Jack S. Blanton*
          August A. Busch, III*          
          Ruben R. Cardenas*
          Martin K. Eby, Jr.*
          Tom C. Frost*        
          Jess T. Hay*
          Bobby R. Inman*
          Charles F. Knight*
          Sybil C. Mobley*
          Haskell M. Monroe, Jr.*
          Ing. Carlos Slim Helu*
          Patricia P. Upton*
          Edward E. Whitacre, Jr.*
          * By power of attorney <PAGE>
 


                               EXHIBIT INDEX



 Exhibit Number Description of Exhibits

    5           Validity opinion of William J. Free, Esq.

    24          Consent of Ernst & Young, Independent Auditors

    25          Powers of Attorney 

  
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 6350}]
{"company-data": {"conformed-name": "SOUTHWESTERN BELL CORP", "cik": "0000732717", "assigned-sic": "4813", "irs-number": "431301883", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54291", "film-number": "94535613"}, "business-address": {"street1": "175 E. HOUSTON ROOM 9-N-4", "street2": "P.O. BOX 2933", "city": "SAN ANTONIO", "state": "TX", "zip": "78299-2933", "phone": "210-351-30"}, "mail-address": {"street1": "175 E. HOUSTON ROOM 9-N-4", "street2": "P.O. BOX 2933", "city": "SAN ANTONIO", "state": "TX", "zip": "78299-2933"}}
As filed with the Securities and Exchange Commission
   on June 24, 1994.  Registration No. ______________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            _____________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                            ____________________

                        SOUTHWESTERN BELL CORPORATION

  A DELAWARE CORPORATION                      IRS TAXPAYER NO. 43-1301883  

                    175 E. Houston Street, San Antonio, Texas  78205-2233
                             Attn:  Judith Sahm, (210) 821-4105
                                  ____________________

             SOUTHWESTERN BELL CORPORATION STOCK SAVINGS PROGRAM

                              consisting of:  
            the Southwestern Bell Corporation Stock Savings Plan,
      the Southwestern Bell Corporation Management Stock Savings Plan, 
       and the Southwestern Bell Corporation Stock Based Savings Plan
                            ____________________

  Please send copies of all 
  communications to:                        Name, address and telephone number 
                                            of agent for service:
  Wayne Wirtz, Esq.                         Judith Sahm
  Southwestern Bell Corporation             Southwestern Bell Corporation
  175 E. Houston Street, 12th Floor         175 E. Houston Street, 11th Floor
  San Antonio, Texas  78205-2233            San Antonio, Texas 78205-2233
                                            (210) 821-4105

                         CALCULATION OF REGISTRATION FEE
TITLE OF       AMOUNT     PROPOSED MAXIMUM PROPOSED MAXIMUM   AMOUNT OF
SECURITIES TO  TO BE      OFFERING PRICE   AGGREGATE          REGISTRATION
BE REGISTERED  REGISTERED PER SHARE (1)    OFFERING PRICE (1)  FEE
Common Stock,  7,000,000   $42.5625        $297,937,500.00     $ 102,737.07 
$1.00 par value                                               
per share (2) 
 Options (3)  4,500,000  (4)                  (4)                (4) 
 (1)  The price per share as estimated in accordance with Rule 457(c) and
      (h) for purposes of calculating the registration fee.  The fee was
      computed based on 7,000,000 shares (using the average of the high and
      low price of the stock as of June 21, 1994). 
 (2)  Includes rights attached pursuant to Southwestern Bell Corporation's
      Shareowner Rights Plan.
 (3)  Each option entitles the holder to purchase one share of common
      stock.
 (4)  No separate consideration will be received for the issuance of the
      options.
Pursuant to Rule 416(a) this Registration Statement also covers such
 indeterminate number of additional shares of Common Stock and additional
 options as is necessary to eliminate any dilutive effect of any future
 stock split or stock dividend.  No additional registration fee is
 required.
 Prospectus herein also relates to Registration Statement No. 33-37451
 pursuant to Rule 429.

 EXPLANATION

   This Registration Statement is being filed solely to register an
 additional 7,000,000 shares of  common stock and 4,500,000 stock options
 of Southwestern Bell Corporation to be offered under the Southwestern Bell
 Corporation Stock Savings Program, consisting of the Southwestern Bell
 Corporation Stock Savings Plan, the Southwestern Bell Corporation
 Management Stock Savings Plan, and the Southwestern Bell Corporation Stock
 Based Savings Plan (the "Program").  The contents of the earlier
 Registration Statement No. 33-37451 filed on October 26, 1990, are
 incorporated herein by reference.
PART II.  SIGNATURES

 THE REGISTRANT:

   Pursuant to the requirements of the Securities Act of 1933, the
 registrant certifies that it has reasonable grounds to believe that it
 meets all of the requirements for filing of Form S-8 and has duly caused
 this Registration Statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of San Antonio and State of Texas
 on the 24th day of June, 1994.

                               SOUTHWESTERN BELL CORPORATION

                               By:   /s/ Donald E. Kiernan      
                                     Donald E. Kiernan 
                                     Senior Vice President, Treasurer 
                                     and Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed below by the following persons in
 the capacities and on the date indicated:

 Principal Executive Officer:    Edward E. Whitacre, Jr.,*
                                 Chairman and Chief Executive Officer

 Principal Financial and Accounting Officer:  Donald E. Kiernan,
                                              Senior Vice President, Treasurer
                                              and Chief Financial Officer

                                 By:      /s/ Donald E. Kiernan   
                                    Donald E. Kiernan, as attorney-in-fact
                                    for Mr. Whitacre, the Directors,and on
                                    his own behalf as Principal Financial
                                    Officer and Principal Accounting
                                    Officer
               
                                      June 24, 1994

 DIRECTORS:
          Clarence C. Barksdale*
          James E. Barnes*
          Jack S. Blanton*
          August A. Busch, III*          
          Ruben R. Cardenas*
          Martin K. Eby, Jr.*
          Tom C. Frost*        
          Jess T. Hay*
          Bobby R. Inman*
          Charles F. Knight*
          Sybil C. Mobley*
          Haskell M. Monroe, Jr.*
          Ing. Carlos Slim Helu*
          Patricia P. Upton*
          Edward E. Whitacre, Jr.*
          * By power of attorney
EXHIBIT INDEX

 Exhibit Number Description of Exhibits

    5           Validity opinion of William J. Free, Esq.

    24          Consent of Ernst & Young, Independent Auditors

    25          Powers of Attorney