PACIFIC TELESIS GROUP
8-K, 1995-04-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549



                                   Form 8-K

                                CURRENT REPORT



  PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934



                        Date of Report:  April 19, 1995



                             PACIFIC TELESIS GROUP



 A Nevada                      Commission File               I.R.S. Employer
Corporation                      No. 1-8609                  No. 94-2919931



              130 Kearny Street, San Francisco, California 94108





                        Telephone Number (415) 394-3000




























                                    <PAGE>

Form 8-K                                                 Pacific Telesis Group
April 19, 1995

Item 5. Other Events
- --------------------

As previously  reported,  commencing January  1,  1995 the  California  Public
Utilities    Commission   ("CPUC")    allowed    long-distance    and    other
telecommunications  companies to  officially  compete with  Pacific Bell  (the
"Company") and other local telephone companies in providing intra-service area
toll  call services in California.  (Toll  calls are calls within a customer's
service  area but  beyond  the local  calling area.)   Currently  toll service
revenues  represent  approximately  14%  of  Pacific  Bell's  total  operating
revenues.  In  addition, the CPUC  intends to open  local exchange markets  to
competition by January 1,  1997. (See the more complete description in Pacific
Telesis Group's  (the "Corporation's") Form 10-K  for 1994 and the  1995 Proxy
Statement   containing   the   Corporation's   1994   Consolidated   Financial
Statements.)      Currently   local  exchange   service   revenues   represent
approximately 42% of Pacific Bell's total operating revenues.

On April 19,  1995, the Corporation reported first quarter  1995 earnings from
continuing operations  of $282 million,  or 67  cents per share,  the same  as
first quarter 1994.  Revenues from continuing operations in  the first quarter
of 1995  totaled $2.25 billion,  1.7% lower than  the $2.29 billion of  a year
ago.   The decrease resulted primarily from price changes that accompanied new
toll-call competition  and  from  revenue reductions  mandated  by  the  CPUC.
Revenues from Pacific Bell toll calls  declined by about 36% compared to first
quarter 1994.  (Pacific  Bell has experienced toll revenue  loss (particularly
in WATS and 800 services) for many years prior to  "official" toll competition
that  began January 1, 1995.)  Average toll market share loss during the first
quarter of 1995 was 5%.  In  addition, toll volume growth due to lower  prices
during the  quarter occurred more slowly  than projected by the  CPUC.  (First
quarter 1995 results  will be described  in more  detail in the  Corporation's
Form 10-Q for the first quarter of 1995.)  While it is still too early to draw
conclusions, the  Corporation believes  that the continuation  of slower-than-
expected demand growth  combined with the competitive  price changes mentioned
above may result in 1995 earnings being lower than 1994 earnings.

In  connection   with  the  CPUC's  consideration  of  appropriate  rules  and
structures for local exchange  competition, Pacific Bell has developed  and is
submitting  to  the CPUC  certain information  which indicates  Pacific Bell's
vulnerability to competition should the rules  adopted by the CPUC not be fair
and even-handed.  Among the information developed is the following:

Pacific Bell's  business and residence  revenues and profitability  are highly
concentrated  among a few  customers.  Competitors  need only capture  a small
number of  large business and residence  customers to capture  the majority of
the  Company's business and residence revenues.    For example, recent studies
indicate that  approximately 20% of  the Company's business  telephone numbers
account for  75% of  its  business toll  revenues, and  20%  of its  residence
customers produce 70% of its residence toll revenues.  






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                                    <PAGE>

Pacific  Bell's   business  and  residence  revenues   are  also  concentrated
geographically.  Competitors  need only  serve small portions  of our  service
area to  take the  majority  of the  Company's  business and  residence  usage
revenues.  Customers tend to cluster in high density areas such as Los Angeles
and  Orange County,  the San Francisco  Bay Area,  San Diego  and Sacramento. 
Recent  studies show  that  approximately 5%  of  the Company s  serving  area
produces 85%  of business usage revenues and 20% of the Company s serving area
produces  70% of residence toll revenues.

Competitors can  be expected to target  the high usage, high  profit customers
and can do this  by targeting only a small  part of our geographic area  and a
small part  of our customer  base.  Large  and well-capitalized  long distance
carriers,  wireless  companies,   competitive  access   providers  and   cable
television companies are preparing to compete in major local exchange markets.
In some cases they are already deploying switches and other facilities.  Cable
television  companies currently  pass  approximately 9.4  million homes  which
provide  approximately $1.8  billion of  our existing  residential  revenues. 
Cable companies have already announced plans for major buildouts to compete in
the local  exchange market.  Several of these competitors already have as much
market recognition in California as does Pacific Bell.  All our customers have
already chosen  a long distance  company, and  there is much  more advertising
from long  distance companies than  from traditional local  exchange companies
including Pacific Bell.

Market research has shown  that a substantial majority of  residence customers
prefer  using one  company for  all telecommunications  services.   This  is a
significant  competitive  disadvantage for  Pacific  Bell  since it  is  still
prohibited  by  the  antitrust  consent  decree  ("MFJ") from  providing  long
distance service between service areas.  Similar market research shows  that a
substantial  majority of business customers would select one of the major long
distance  companies over  a combination  of Pacific  Bell and a  long distance
company  because using  one carrier would  permit them  to apply  all of their
traffic toward volume discount plans offered by the long distance companies. 

For  these  reasons, the  Corporation  believes that  implementation  of local
exchange competition  prior to the Corporation being allowed to enter the long
distance  market  would  provide  already strong  competitors  an  unnecessary
advantage  and that  regulators  should  ensure  that the  responsibility  for
universal  service  is  shared  by  all  telecommunications  providers.    The
Corporation believes that a truly open competitive market would allow  for the
simultaneous  entry of  all telecommunications  competitors into  each other s
markets on an  equal footing.  Although  the Corporation is  facing increasing
competition for  all of its  services, the  Corporation believes that  a truly
open  competitive market,  in  which the  Company  can compete  without  undue
restrictions, offers significant opportunity for it to grow the business. 












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                                    <PAGE>

Form 8-K                                                 Pacific Telesis Group
April 19, 1995





                                  SIGNATURES


Pursuant  to  the requirements  of the  Securities Exchange  Act of  1934, the
registrant  has duly  caused this  report to  be signed on  its behalf  by the
undersigned thereunto duly authorized.






                                        PACIFIC TELESIS GROUP



                                        
April 26, 1995                        By  /s/ R. W. Odgers
                                         ---------------------------
                                         R. W. Odgers
                                         Executive Vice President -
                                         General Counsel and External Affairs




























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