PACIFIC TELESIS GROUP
DEF 14A, 1996-03-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                    <PAGE>

                                PACIFIC TELESIS




NOTICE OF                            PROXY              1995 CONSOLIDATED  
ANNUAL MEETING                     STATEMENT           FINANCIAL STATEMENTS




To the Shareowners of Pacific Telesis Group:


     The  1996 Annual Meeting of Shareowners  of Pacific Telesis Group will be
held  at the  San Jose  Scottish Rite  Center, 2455  Masonic Drive,  San Jose,
California,  on  Thursday,  May  2, 1996  at  10:00  a.m.,  for  the following
purposes:

o    1.   To  elect the three directors constituting Class III of the Corpora-
          tion's Board of Directors to serve a three-year term.

o    2.   To  ratify  the  appointment of  Coopers  &  Lybrand  L.L.P. as  the
          Corporation's independent auditors for the year 1996.

o    3.   To  act upon other matters that properly  come before the meeting or
          any adjournment thereof, such as  voting on the shareowner proposals
          which begin  on  page 24  of the  proxy statement.   (The  directors
          oppose these proposals.)

     Shareowners of record at  the close of business on March  3, 1996 will be
entitled to vote at the meeting or any adjournment of the meeting.




March 15, 1996                                       Richard W. Odgers
                                                             Secretary      






                                       PACIFIC*TELESIS                        












                                       1






                                    <PAGE>

                               TABLE OF CONTENTS

                                                                  Page
                                                                  ----
Proxy Statement

Voting of Shares..............................................       2
Board of Directors............................................       3
Election of Directors 
     (Item A on Proxy Card)...................................       4
Director Compensation and Related Transactions................       7
Stock Ownership...............................................       9
Section 16 Reporting..........................................      10
Report of the Compensation and Personnel Committee............      11
Compensation and Personnel Committee Interlocks
     and Insider Participation................................      13
Executive Compensation........................................      14
Ratification of Appointment of Auditors 
     (Item B on Proxy Card)...................................      24
Shareowners' Proposals:
     Regarding Directory Paper Procurement Practices
     (Item C on Proxy Card)...................................      24
     Regarding Director Compensation
     (Item D on Proxy Card)...................................      27
Other Matters to Come Before the Meeting......................      29
Solicitation of Proxies.......................................      29
Proposals for the 1997 Annual Meeting.........................      29
Multiple Copies of Summary Annual Report to Shareowners.......      30

Financial Review

     Stock Trading Activity and Dividends Paid................     F-1
     Management's Discussion and Analysis.....................     F-3
     Selected Financial and Operating Data....................    F-34
     Report of Management.....................................    F-36
     Report of Independent Accountants........................    F-38
     Consolidated Financial Statements........................    F-39
     Notes to Consolidated Financial Statements...............    F-46
     Quarterly Financial Data.................................    F-76




Copyright * 1996 Pacific Telesis Group
All rights reserved.















                                       2





                                    <PAGE>




Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108


                                PROXY STATEMENT


This  proxy statement  and  the  accompanying  proxy  card  are  being  mailed
beginning  March 15,  1996  to  shareowners  of  Pacific  Telesis  Group  (the
"Corporation") in connection with the solicitation of proxies by the  Board of
Directors  (the  "Board")  for  the Annual  Meeting  of  Shareowners  ("Annual
Meeting") to be held on May 2, 1996.

Proxies  are solicited to give  all shareowners of record  on March 3, 1996 an
opportunity to  vote on matters scheduled for the meeting and described in the
proxy materials.  Shares  can only be  voted if the  shareowner is present  in
person or is represented by proxy.  Any person giving a proxy may revoke it at
any time  before the  meeting by sending  in a  written revocation or  a proxy
bearing a later date.  Shareowners may also revoke their  proxies by attending
the meeting in  person and casting  a ballot.  If  proxy cards are  signed and
returned  without specifying choices, the shares represented by the proxy card
will be voted as recommended by the Board.

The Corporation has adopted a policy  that provides all shareowners (with some
modifications  in  policy  for  shareowners  who  are  employee  benefit  plan
participants)  the  option  to  request  that  any  proxy,  ballot  or  voting
instruction be kept confidential, except as required by law, in the event of a
contested proxy solicitation,  or to the  extent confidentiality is  expressly
waived  in writing  by  the shareowner.    The policy  also  provides for  the
tabulation of  the vote by employees of the Corporation's transfer agent or by
some other independent third party and for the certification of the vote by an
independent  inspector of election.  The Corporation may, however, be informed
if a particular shareowner  has voted and may receive  periodic status reports
on the aggregate vote.   If you desire to keep your  vote confidential, please
mark the designated box on your proxy  card.  Your written comments on proxies
or ballots  may also be made available  to the Corporation, but  your name and
address will not be disclosed if you request confidentiality.



















                                       1





                                    <PAGE>

VOTING OF SHARES

Your  vote  is important.    We urge  you  to  return your  marked  proxy card
promptly.   The holders of a majority of the shares of common stock issued and
outstanding and entitled  to vote, whether present in person or represented by
proxy,  constitutes a  quorum.    Abstentions  will  be  counted  towards  the
tabulation of votes cast on matters presented to the shareowners and will have
the  same effect  as  negative votes.    Broker  nonvotes occur  when  nominee
recordholders do  not vote  on specific issues  because they  did not  receive
specific  instructions  on such  matters from  the  beneficial owners  of such
shares.  Broker nonvotes are counted towards a quorum, but are not counted for
any purpose in determining whether a matter has been approved.

An  affirmative vote of the  holders of a  plurality of the votes  cast at the
meeting is required for the election of directors.  An affirmative vote of the
holders of a majority of  the shares present or represented at  the meeting is
required  for the  approval of  each of the  other matters  to be  voted upon.
Highlights of  the meeting will  be included in  the Second Quarter  Report to
Shareowners which will be mailed in July.

If  a shareowner  is a  participant in  the  Pacific Telesis  Group Shareowner
Dividend Reinvestment and Stock  Purchase Plan, the proxy card  represents the
number of full shares in the dividend reinvestment plan account  on the record
date as well as shares registered in the participant's  name.  If a shareowner
is  a participant  in the  Pacific Telesis  Group Supplemental  Retirement and
Savings Plan for  Salaried Employees, the  Pacific Telesis Group  Supplemental
Retirement  and  Savings Plan  for  Nonsalaried  Employees (collectively,  the
"Savings Plans"), the Pacific Telesis Group Leveraged Employee Stock Ownership
Plan (the "LESOP"), or the Pacific Telesis Group Employee Stock Ownership Plan
(the "ESOP"), the  proxy card will also serve as a  voting instruction for the
trustees of  those plans where all  accounts are registered in  the same name.
Shares in the ESOP cannot be voted unless the card is signed and returned.  If
cards representing  shares held  in the  Savings Plans and  LESOP are  not re-
turned, those shares will  be voted by the trustees in  the same proportion as
the shares for which signed cards are returned by other participants.

Shareowners of  record  at the  close of  business on  March 3,  1996 will  be
entitled to  vote  at the  meeting or  any  adjournment of  the meeting.    On
March 3, 1996, there were 428,434,672 shares of common stock ("Common Stock") 
outstanding, each share being entitled to one vote.

IF YOU ARE A REGISTERED OWNER AND PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
DETACH AND  RETAIN THE ADMISSION TICKET  WHICH IS ATTACHED TO  YOUR PROXY CARD
AND MARK THE APPROPRIATE BOX ON THE PROXY CARD.  BENEFICIAL OWNERS WHO PLAN TO
ATTEND  THE MEETING  IN  PERSON MAY  OBTAIN ADMISSION  TICKETS  IN ADVANCE  BY
SENDING  WRITTEN REQUESTS, ALONG  WITH PROOF OF  OWNERSHIP, SUCH AS  A BANK OR
BROKERAGE  FIRM ACCOUNT STATEMENT TO:  MANAGER - SHAREOWNER RELATIONS, PACIFIC
TELESIS GROUP, 130 KEARNY STREET, SUITE 2907, SAN FRANCISCO, CALIFORNIA 94108.
SHAREOWNERS  WHO DO  NOT PRESENT  ADMISSION  TICKETS AT  THE  MEETING WILL  BE
ADMITTED UPON VERIFICATION OF OWNERSHIP AT THE SHAREOWNER SERVICES COUNTER.










                                       2





                                    <PAGE>

BOARD OF DIRECTORS

Regular meetings of  the Board  of Directors  are held  ten times  a year  and
special meetings  are scheduled when required.  The Board held ten meetings in
1995.   No  director attended  fewer than  75 percent  of the  total aggregate
number of  board and committee meetings  on which he or  she served. Directors
meet  their responsibilities not only  by attending board  and committee meet-
ings, but also through communication with the Chairman of the  Board and other
members of management on matters affecting the Corporation. 

The  Board has  established a  number of  standing committees.  Standing Board
committees include  the Audit, Compensation and  Personnel ("C&P"), Nominating
and  Corporate Governance ("Corporate  Governance"), Corporate  Public Policy,
Executive, Finance, and Pension and Savings Plans Committees.  All committees,
except the Executive Committee, have nonemployee directors as chairpersons.

The  Audit Committee, which consisted  of five nonemployee  directors in 1995,
meets with management to consider the adequacy of the internal controls of the
Corporation  and the objectivity of  its financial reporting.   This Committee
also  meets about these issues  with the independent  auditors, with financial
personnel of  the Corporation and with internal auditors.  The Audit Committee
recommends to the  Board the  appointment of the  independent auditors,  which
appointment may  be ratified by the  shareowners at the Annual  Meeting.  Both
the internal  auditors and  the independent  auditors periodically  meet alone
with the Audit Committee and always have unrestricted access to the Committee.
The Audit Committee also oversees the Corporation's Compliance Program,  which
is designed to  ensure that the Corporation and its  employees comply with all
state and federal laws and regulations.  The Corporation's compliance officer,
who is responsible  for developing  and implementing  the Compliance  Program,
reports to this Committee.  The Audit Committee met five times in 1995.  

The  C&P Committee had five members during  1995, all of whom were nonemployee
directors.  Other than the Chairman  of the Board and Chief Executive Officer,
whose compensation is  approved by the full Board, the  C&P Committee approves
the  compensation of  officers within  the authority  delegated by  the Board,
administers all executive benefit plans and provides oversight with respect to
employee benefit plans.  The C&P Committee met eight times in 1995.

The Corporate Governance Committee advises the Board on matters concerning the
governance  of  the  Corporation.    The  Committee  also  advises  and  makes
recommendations to  the Board on  the selection of candidates  as nominees for
election as directors.  In recommending Board candidates, this Committee seeks
individuals of proven  judgment and  competence who are  outstanding in  their
chosen  fields.   It  also considers  factors  such as  education,  geographic
location, anticipated participation in Board activities and special talents or
personal attributes.  In 1995, four nonemployee directors  were members of the
Corporate Governance Committee.   The Corporate Governance Committee  met four
times in  1995. Shareowners who  wish to suggest  qualified candidates to  the
Corporate Governance Committee should write to Richard W. Odgers, Secretary of
the Corporation, at 130  Kearny Street, Suite 3713, San  Francisco, California
94108, stating in  detail the candidate's qualifications  for consideration by
the Committee.  

If a shareowner wishes to nominate  a director other than a director nominated
by  the Corporate Governance  Committee for that  year, he or  she must comply
with certain  procedures set out in the Corporation's By-Laws.  (See page  29,
"Other Matters to Come Before the Meeting.")



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                                    <PAGE>

Directors  will  hold office  until the  end of  their  terms and  until their
successors  have been  elected  and qualified  or  until the  retirement  date
specified by the  Board, whichever date shall first occur.   Directors who are
also  employees (other than retired Chief Executive Officers) will retire from
the  Board when  they retire from  the Corporation.   It  is the Corporation's
policy that directors will retire not later than the end  of the calendar year
in which they reach 70 years of age.


ELECTION OF DIRECTORS  (ITEM A ON  PROXY CARD  -   DIRECTORS RECOMMEND  A VOTE
"FOR")

The  Corporation's  Articles of  Incorporation  divide  the  Board into  three
approximately equal  classes of directors serving  staggered three-year terms,
with one class of directors to be  elected at each Annual Meeting.  The  three
nominees in  Class III, as described below, are nominated for election at this
year's Annual Meeting.

The proxy  holders named on  the proxy  card, unless  otherwise instructed  on
proxy cards  that have been signed and returned, will vote for the election of
the three  nominees listed below.   These nominees  have been selected  by the
Board on  the recommendation of the Corporate Governance Committee.  If you do
not wish your shares to be voted for particular nominees,  please identify the
exceptions on the proxy card.

If one or more of  the nominees should become unavailable to serve at the time
of  the  meeting, the  shares  represented  by proxy  will  be  voted for  the
remaining  nominees  and  for  any  substitute  nominees  recommended  by  the
Corporate Governance Committee.  If there are no substitute nominees, the size
of the Board will be reduced.  The Corporate Governance Committee knows of  no
reason why any  of the nominees will  be unavailable or  unable to serve.  The
following is a brief description of the principal occupation for  at least the
past five years, other major affiliations and the age of each director.


CLASS III - NOMINEES FOR ELECTION TO TERM EXPIRING IN 1999

GILBERT  F. AMELIO,  53, Chairman  of the  Board and Chief  Executive Officer,
Apple  Computer, Inc. (personal computer hardware  and software company) since
February 1996.   Former Chairman  of the  Board, Chief  Executive Officer  and
President, National Semiconductor Corporation (electronics company) 1991-1996.

Dr. Amelio is a  director of Apple Computer, Inc.   He has been a  director of
the  Corporation since  1995;  member of  the  C&P, Corporate  Governance  and
Corporate Public Policy Committees.

FRANK C. HERRINGER,  53, Chairman of  the Board since January  1996, President
and   Chief   Executive   Officer   since   1991,   Transamerica   Corporation
("Transamerica") (insurance and financial services company).

Mr. Herringer  is a director of  Transamerica and Unocal Corporation.   He has
been a director of  the Corporation since 1994 and is  Chairman of the Finance
Committee; member of the C&P and Executive Committees.







                                       4





                                    <PAGE>

LEWIS  E. PLATT,  54, Chairman  of the  Board, President  and Chief  Executive
Officer,   Hewlett-Packard   Company  ("H-P")   (manufacturer   of  electronic
equipment) since 1993, President and Chief Executive Officer since 1992.

Mr. Platt  was an Executive Vice President of H-P  from 1987 through 1992.  He
is a director of H-P and Molex Inc.  He has been a director of the Corporation
since 1994; member of the C&P and Finance Committees.


THE  BOARD OF  DIRECTORS RECOMMENDS  A VOTE  "FOR" EACH  NOMINEE IN  CLASS III
ABOVE.


CLASS I -  TERM EXPIRES AT 1997 ANNUAL MEETING OF SHAREOWNERS:

HERMAN E. GALLEGOS, 65, Independent Management Consultant since 1982.

Mr. Gallegos  was a director  of Gallegos Institutional  Investors Corporation
(investment  brokerage firm)  from 1990  through 1994.   He  is a  director of
Transmetrics, Inc.  and Union Bank.  From 1994 to 1995, Mr. Gallegos served as
alternate  U.S. Public Delegate to  the 49th United  Nations General Assembly.
He has been  a director of the Corporation  since 1983 and is Chairman  of the
Corporate Public Policy Committee; member of the Audit and Pension and Savings
Plans Committees.

PHILIP  J. QUIGLEY, 53, Chairman  of the Board,  President and Chief Executive
Officer, Pacific Telesis Group since 1994. 

Mr. Quigley served  as Group President  of the  Corporation from 1988  through
March 1994 and President and Chief Executive Officer of Pacific Bell from 1987
through March 1994.  He is a director of Varian Associates,  Wells Fargo & Co.
and Wells Fargo Bank, N.A.  Mr. Quigley has been a director of the Corporation
since 1988 and  is Chairman of the Executive Committee;  member of the Finance
Committee.

TONI REMBE, 59, Partner, Pillsbury Madison & Sutro LLP (law firm) since 1971.

Ms. Rembe is a trustee of the American Conservatory Theater,  President of the
Van  Loben Sels  Foundation and  a member  of the  Board of  Governors of  the
Commonwealth Club of  California.   She is  a director  of American  President
Companies,  Ltd., Potlatch Corporation and Transamerica.  Ms. Rembe has been a
director  of  the Corporation  since  1991  and  is Chairwoman  of  the  Audit
Committee; member of the Corporate Governance Committee.

S. DONLEY  RITCHEY, 62, Managing  Partner, Alpine Partners  (family investment
partnership).   Retired  Chairman of  the Board  and Chief  Executive Officer,
Lucky Stores, Inc.

Mr.  Ritchey is a trustee  of the Rosenberg  Foundation.  He is  a director of
De La Salle Institute,  Hughes Markets, Inc.,  McClatchy Newspapers, Inc.  and
Spreckels  Industries.   Mr. Ritchey has  been a  director of  the Corporation
since  1984  and is  Chairman  of  the C&P  Committee;  member  of the  Audit,
Executive and Finance Committees.







                                       5





                                    <PAGE>

CLASS II - TERM EXPIRES AT 1998 ANNUAL MEETING OF SHAREOWNERS

WILLIAM P. CLARK, 64, Chief Executive Officer of the Clark  Companies (family-
held corporations) since 1958.

Mr. Clark is  a lawyer, rancher, retired California Supreme  Court Justice and
former Secretary  of  the United  States  Department of  Interior.   He  is  a
director of Dulles Access Rapid Transit Corporation, The Irish Investment Fund
and  Lawter  International  Inc.    Mr.  Clark has  been  a  director  of  the
Corporation  since 1985 and is Chairman of the Corporate Governance Committee;
member of the  Audit, Corporate  Public Policy and  Pension and Savings  Plans
Committees.

MARY S. METZ,  58, Dean of  University Extension, University of  California at
Berkeley since 1991.

Dr.  Metz is  President Emerita of  Mills College.   She  is a trustee  of the
American   Conservatory  Theater.      Dr. Metz   is   a   director   of   the
Cowell Foundation,   Longs  Drug   Stores   Corporation,   Pacific   Gas   and
Electric Company  and Union Bank.  She has  been a director of the Corporation
since  1986 and  is Chairwoman  of the  Pension  and Savings  Plans Committee;
member of the Corporate Public Policy and Finance Committees.

RICHARD  M. ROSENBERG,  65,  Chairman of  the  Board, BankAmerica  Corporation
(banking) since 1990.

Mr. Rosenberg  is a trustee of  the University of Southern  California and the
California Institute  of Technology.   He  is a  director of  Airborne Freight
Corporation,  BankAmerica  Corporation, Northrop  Grumman Corporation, Pacific
Mutual Life Insurance  Company and  Potlatch Corporation.   Mr. Rosenberg  has
been a  director of the Corporation  since 1994; member of  the C&P, Corporate
Governance and Finance Committees.




























                                       6





                                    <PAGE>

DIRECTOR COMPENSATION AND RELATED TRANSACTIONS

For service on the Board during 1995, directors who are not employees received
an annual retainer of $25,000, a fee of $1,200 for each board meeting attended
and $600 for participating in board teleconferences, a fee of  $1,000 for each
committee   meeting  attended   and  $500   for  participation   in  committee
teleconferences.    Chairmen of  the Audit,  C&P  and Finance  Committees each
received  an additional retainer of  $5,000.  Other  nonemployee directors who
chair committees  received additional annual retainers of $4,000.  Nonemployee
directors may elect to  defer the receipt of all  or a part of their  fees and
retainers.   These deferred amounts  earn interest, compounded  annually, at a
rate determined by the Board.  The rate  for 1995 was equal to 10 percent.   A
trust  has  been  established   and  assets  have  been  contributed   by  the
Corporation, consisting primarily  of cash and  other investments, from  which
benefits  consisting of the deferrals and earnings on such deferrals described
above  may  be paid.   Directors  who are  also  employees of  the Corporation
receive no additional  remuneration for serving as directors or  as members of
committees  of the  Board.    Directors  are  entitled  to  reimbursement  for
out-of-pocket expenses  in connection with  attendance at board  and committee
meetings.

Nonemployee directors  are reimbursed for  certain telecommunications services
and   equipment.     The   average   cost   per   nonemployee   director   for
telecommunications  services and  equipment provided  during 1995  was $4,559.
Employee directors receive  similar services  and equipment as  part of  their
compensation as officers.

The  Corporation  also  provided  nonemployee  directors  a  travel   accident
insurance policy while on Corporation business at an aggregate cost of $283 in
1995 and a personal excess liability  insurance policy at an aggregate cost of
$4,450 in 1995.

Under the 1994 Stock Incentive Plan  (the "Stock Plan"), which was approved by
the  shareowners  of the  Corporation at  the  1994 Annual  Meeting, incumbent
nonemployee directors received a grant of 2,000 non-statutory options ("NSOs")
on April 29, 1994, and will continue to receive an annual grant of 2,000 NSOs,
subject to  anti-dilution adjustments,  at the  conclusion of  each subsequent
regular Annual  Meeting so long as they  continue to serve on  the Board.  The
exercise price for this annual stock option  grant is equal to the fair market
value of  Common Stock on the date of grant.   The NSOs become exercisable one
year after the  grant, or earlier,  in the  event of the  director's death  or
total and permanent  disability or in the event of a  change in control of the
Corporation.  The NSOs expire the earlier  of (1) ten years after the date  of
grant,  (2) 60 months after the termination  of the director's  service due to
retirement  after serving  at  least  three years,  (3)  36  months after  the
termination of the director's  service due to total and  permanent disability,
(4) 12 months  after  the director's  death, and  (5)  three months  after the
termination of the director's service for any other reason.












                                       7





                                    <PAGE>

The  Stock Plan also provides for three annual  grants of 400 shares of Common
Stock,  subject   to  anti-dilution  adjustments,  to   nonemployee  directors
appointed  on or after January 1, 1994.   The first such grant occurred on the
conclusion  of the 1994 Annual  Meeting.  For  nonemployee directors appointed
after the 1994  Annual Meeting, the  first grant occurred  or will occur  upon
such director's  first appointment or election  to the Board.   The second and
third  such  grants will  occur at  the conclusion  of  the Annual  Meeting of
Shareowners in each of the two calendar years next following the calendar year
of the  first such  grant.  Incumbent  nonemployee directors  appointed on  or
after February  1, 1991, but  before January  1, 1994, received  one grant  of
400 shares of Common Stock on the conclusion of the  1994 Annual Meeting.  All
of  such shares  granted to  nonemployee directors  under the  Stock Plan  are
100 percent vested on the date of grant.

Finally,  the Corporation's Board may  implement provisions of  the Stock Plan
that permit a nonemployee director to elect to receive all or a portion of his
or her annual retainer and meeting fees in the  form of NSOs or stock units to
be issued under  the Stock Plan, provided  the election is  made at least  six
months before such fees are payable.

Nonemployee  directors  serving  as  of the  date  of  the  1990 reduction  in
directors'  mandatory retirement age  will receive, at  retirement, a one-time
payment equal to $20,000 (which was the amount of the 1990 annual retainer).

On  January  26,  1996, the  Corporation's  Board  approved  revisions to  the
Pacific Telesis  Group  Outside  Directors' Retirement  Plan  (the "Retirement
Plan").    These  revisions limit  participation  in  the  Retirement Plan  to
nonemployee  directors who  commenced service  prior to  January 26,  1996 and
limit  the  credit for  service  under  the Retirement  Plan  for  purposes of
calculating pension benefits to years of service  as of May 1, 1996.  Upon the
latest  to occur of  (1) retirement, (2)  attaining age 65  or (3) disability,
nonemployee  directors who  commenced service  prior to  January 26,  1996 and
elect  to continue participation in  the Retirement Plan  receive pensions for
life  equal to a  percentage of the annual  retainer in effect  at the time of
retirement.   This  percentage  is  equal  to  15 percent  multiplied  by  the
director's years of service as of May 1, 1996 (not to exceed 100 percent).

Effective January 26,  1996, the Corporation's Board  also adopted a  new plan
which will provide benefits for nonemployee  directors at retirement in a form
more strongly linked  to shareowners'  interests.  Under  the Pacific  Telesis
Group   Outside  Directors'  Deferred  Stock   Unit  Plan  (the  "DSU  Plan"),
nonemployee directors who  begin service on or after January  26, 1996 will be
granted  400  deferred stock  units  on  the date  of  the  Annual Meeting  of
Shareowners  in each  year after  completing three  years' service.  Each unit
represents the cash  value of one share of Common  Stock.  Current nonemployee
directors who  have accrued a  pension equal  to 100 percent  of the  retainer
under the  Retirement Plan  may elect prior  to May 2,  1996 to  either retain
their accrued pension under  the Retirement Plan or convert  the present value
of their accrued pension to deferred stock units under the new DSU Plan.

Existing  nonemployee directors with a partial accrued pension may elect prior
to May 2, 1996 to no longer participate in the Retirement  Plan and convert to
the  DSU  Plan.   In  that case,  the  nonemployee directors  will  be granted
deferred stock  units equivalent to the present value of their accrued pension
and future pension accruals as of May 1, 1996.   The units attributable to the
accrued  pension  are fully  vested, while  the  units attributable  to future
accruals will vest pro rata  in annual increments over the periods from May 2,
1996, to the date when the director completes seven years of service.  


                                       8





                                    <PAGE>

Existing  directors with a partial  accrued pension under  the Retirement Plan
who do not elect to waive participation in the Retirement Plan as described in
the  preceding paragraph receive a prorated annuity under the Retirement Plan,
reflecting years of service as of May 1, 1996.  The nonemployee directors also
receive  deferred  stock units  equivalent to  future  pension accruals  as of
May 1, 1996.  Between May 2,  1996 and the year such a director  reaches seven
years' service, equal annual installments of deferred stock units will vest. 

Dividend equivalents will accrue on all deferred stock units granted under the
DSU Plan.

Deferred   stock  units  will  normally  be  settled  as  soon  as  reasonably
practicable after a director's  service terminates.  The deferred  stock units
will be settled by paying the director a lump sum in cash, unless the director
has made  a prior election to  receive five or ten  equal annual installments.
The  amount  of the  cash settlement  will be  equal to  the number  of vested
deferred stock  units held  by  the director,  including dividend  equivalents
converted  into  stock units,  times the  closing  price of  the Corporation's
Common  Stock for  the  trading day  coinciding  with  or next  preceding  the
director's last day of service.

Members of Messrs. Gallegos' and Quigley's immediate families were employed by
Pacific Bell,  a subsidiary  of  the Corporation,  and were  paid  a total  of
$167,233  in  1995.    Amounts  paid  to  these employees  are  comparable  to
compensation paid to other employees performing similar job functions.

STOCK OWNERSHIP

The following table sets forth the beneficial ownership of Common  Stock as of
February  29, 1996 by the directors,  the Corporation's Chairman of the Board,
President  and  Chief  Executive Officer,  and  four  other  most highly  paid
executive  officers (the  "Named Executive  Officers") and  all  directors and
executive  officers   as  a  group   (including  shares  acquired   under  the
Pacific Telesis Group Supplemental  Retirement and Savings  Plan for  Salaried
Employees and the  ESOP as of November 30, 1995).   The total number of shares
of Common Stock beneficially  owned by the group  is less than one percent  of
the class outstanding.                                                        
    
                                  Amount and Nature of       Exercisable
Name of Beneficial Owner         Beneficial Ownership         Options*
- ----------------------------------------------------------------------------
G. F. Amelio                            892                           0
W. P. Clark                           3,056 (1)                   8,000
D. W. Dorman                             83                     100,000
M. J. Fitzpatrick                       162                      85,000
H. E. Gallegos                        2,587                       8,000
F. C. Herringer                       2,804 (1)(2)                4,000
M. S. Metz                            2,511 (1)                   8,000
J. R. Moberg                            388                      70,000
R. W. Odgers                          2,182                      70,000
L. E. Platt                             800                       4,000
P. J. Quigley                         7,476 (1)                 267,000
T. Rembe                              2,265                       7,000
S. D. Ritchey                         3,586 (1)                   8,000
R. M. Rosenberg                       1,800                       2,000
All directors and executive officers
as a group (16 persons)              32,603 (3)                 751,000
- -----------------------------------------------------------------------------


                                       9





                                    <PAGE>

(1)  Includes  the following shares of the Corporation's Common Stock in which
     the  named  persons  share  voting  and   investment  power:  Mr.  Clark,
     600 shares;  Mr.   Herringer,  2,800   shares;   Dr. Metz,  348   shares;
     Mr. Quigley, 3,520 shares and Mr. Ritchey, 3,586 shares.

(2)  Includes four shares  beneficially owned by spouse,  for which beneficial
     ownership is disclaimed.

(3)  Includes 549 shares beneficially owned by a spouse and acquired under the
     Pacific Telesis  Group  Supplemental  Retirement  and  Savings  Plan  for
     Salaried Employees  and the  ESOP (as  of November  30, 1995), for  which
     beneficial ownership is disclaimed.  See Notes (1) and (2) above.

*    Includes  options which are exercisable within 60 days after February 29,
     1996.

The following table sets forth the beneficial ownership of Common  Stock as of
December 29, 1995 of persons known  to the Corporation to be beneficial owners
of more than five percent of the Corporation's Common Stock.

Name and Address                           Amount and Nature of    Percent 
of Beneficial Owner                        Beneficial Ownership    of Class
============================================================================
The Capital Group Companies, Inc. and           29,182,020           6.8%  
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA  90071 (1)
- ----------------------------------------------------------------------------
(1)   Based on information  contained in a report  on Schedule 13G  filed with
      the Securities and Exchange  Commission (the "SEC").  The  Capital Group
      Companies,  Inc. ("Capital") is the parent company of various investment
      management companies, including Capital Research and Management Company.
      All  of the  shares reported  above are  owned by  various institutional
      clients of Capital and  its subsidiaries.  Capital and  its subsidiaries
      disclaim any beneficial ownership of any of these shares.

SECTION 16 REPORTING

As required by  SEC rules under Section  16 of the Securities  Exchange Act of
1934   (the  "Exchange   Act"),  the   Company   notes  that   Vice  President
Robert L. Barada filed a  Form 4 five days late due to an inadvertent error by
his broker in recording the date of the transaction.


















                                      10





                                    <PAGE>

REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE

The  Board has established the following ongoing principles and objectives for
the Corporation's executive compensation program.

      o Provide compensation opportunities that will help attract, motivate   
      and retain highly qualified managers and executives.

      o Link executives' total compensation to company performance and        
      individual job performance.

      o Provide an appropriate balance between incentives focused on          
      achievement of annual business plans and longer term results linked to  
      increases in shareowner value.

The   Corporation's  executive   compensation   programs   are  approved   and
administered  by the  C&P Committee.   The  programs are  designed to  provide
competitive  compensation  opportunities   for  all  corporate  officers   and
managers.

The  Corporation retains  the  services of  an outside  executive compensation
consulting firm to advise the C&P Committee on executive compensation matters.
The  consultant reviews the appropriateness of the design of the Corporation's
various plans in meeting the objectives set forth above.

In  addition, the consultant provides the C&P Committee with aggregate data on
compensation  paid to  executives in  comparable positions in  other companies
that are representative of the labor markets in which the Corporation competes
for executive talent.   These are companies that are comparable  in complexity
to the Corporation  and are of similar size which,  in 1995, was approximately
$9 billion in  revenues.  The Corporation sets  total compensation targets for
good performance, including salary, Short Term Incentive Plan ("STIP"), Senior
Management Long Term Incentive  Plan ("LTIP") and stock options, in the middle
of the range of rates paid by these companies.

Competitive  data  is derived  from survey  data  bases maintained  by various
consulting firms.   These data bases may, but do not necessarily, include data
from  the firms used in the peer group performance comparison shown at the end
of this section.  The C&P Committee periodically reviews this competitive data
to  ensure  the Corporation's  pay  levels are  in line  with  its competitive
targets.

Cash compensation of the Corporation's executive officers is highly related to
company performance.   In 1995,  the Corporation's STIP  provided annual  cash
awards contingent  upon the degree  to which  the Corporation met  or exceeded
annual  goals for Cash  Value Added ("CVA") and  Revenue determined during the
annual financial planning  process and approved  by the C&P Committee.   These
criteria were used in determining awards for substantially all other employees
as  well.   Depending  upon performance,  actual awards  may  range from  0 to
200 percent of the  annual target award amount approved by  the C&P Committee.
In  addition, the C&P Committee has the authority to grant, from time to time,
special  awards to recognize  outstanding contributions.   The Corporation has
adopted an amended and restated STIP effective January 1, 1995, which includes
provisions that  permit the C&P Committee to adjust awards based on additional
performance criteria, including  individual merit, and which  were intended to
ensure that compensation  paid to the Named Executive Officers  under the STIP
will  be exempt  from  the limits  on  deductible compensation  imposed  under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). 


                                      11





                                    <PAGE>

The  Corporation's LTIP  provides awards  contingent upon  the achievement  of
performance objectives over  a three-year  period that  correlate strongly  to
shareowner  returns.   Awards are denominated  in shares  of Common  Stock and
dividend equivalents  are paid during the  performance period.  At  the end of
the period, awards are paid either in shares of Common Stock or in cash valued
at the average price of the Common Stock for a ten-day period in January. 

The measures  of performance under  the LTIP for  the performance  period that
ended in 1995 are:  

      o  Cash  Flow Return on Investment in  the third year of the performance
         period. 

      o  Cumulative Net Cash Flow over the three-year period.

      o  Total Investor Return  relative to the Total Investor Return  of four
         comparator groups.  These comparator groups are the  Regional Holding
         Companies   ("RHCs"),   Independent   Telecommunications   Companies,
         California Utilities and the Dow Jones Industrial Average.

The performance targets were set by  the C&P Committee in consideration of the
performance levels projected in the Corporation's business plan and the levels
of  return required  to meet  investor return  expectations.   Investor return
expectations are based  on an analysis of stock market  data by an independent
third  party.   The  Corporation  has adopted  an  amended  and restated  LTIP
effective  January  1, 1995,  which includes  provisions  that permit  the C&P
Committee to adjust awards based on additional performance criteria, including
individual merit, and  which are intended to ensure that  compensation paid to
the Named Executive Officers under the LTIP will  be exempt from the limits on
deductible compensation imposed under Code Section 162(m).  

Compensation  of  the Chairman  of the  Board,  President and  Chief Executive
Officer  ("CEO") is administered by the C&P  Committee with concurrence of the
Board.  The Corporation has adopted a  philosophy of tying a large fraction of
the CEO's total compensation to performance.  Annually,  the C&P Committee and
the CEO establish criteria for evaluation of CEO performance.   These criteria
and  results are reviewed  with the  Board.   Mr. Quigley  is Chairman  of the
Board,  President  and CEO  of the  Corporation.   Mr.  Quigley's compensation
package (including salary, STIP, LTIP and stock options) is established by the
Board  at  a  level commensurate  with  the  range  of  competitive rates  for
companies  comparable in  size  to the  Corporation.   The  C&P Committee  has
established  a strategy  to  bring Mr.  Quigley's  total compensation  package
commensurate with  the market  median for  comparable positions by  1998.   In
order  to  accomplish  this, and,  as  warranted  by  future performance,  Mr.
Quigley's  compensation will increase at rates faster than general movement in
the labor market.

Mr. Quigley's actual  total compensation  increased in 1995  as compared  with
1994 primarily as a result of the increases granted to him in base  salary and
the payment of 1995 incentive awards.   However, for the 1993-1995 performance
period under the LTIP,  Mr. Quigley's payout was significantly less  than 1994
(28 percent).    Although financial  performance  was close  to  expectations,
relative total investor return was less than the Corporation's peer group. 







                                      12





                                    <PAGE>

In  1993, Congress  adopted  federal tax  legislation  limiting the  deduction
available for compensation in excess  of $1 million paid to the  Corporation's
Named Executive  Officers in any  year under Code  Section 162(m).   The Stock
Plan, which was approved  by shareowners at the 1994  Annual Meeting, contains
provisions that were intended to permit option grants under such  plan to meet
the performance-based exception from the provision of Code Section 162(m) that
would  otherwise  apply.   The  Corporation  also amended  its  STIP  and LTIP
effective  January 1, 1995, in  consideration of proposed  regulations then in
effect under Code Section 162(m), and  the amended STIP and LTIP were approved
by  shareowners in  connection with  the 1995  Annual  Meeting.   The Internal
Revenue Service (the "IRS") issued final regulations under Code Section 162(m)
on December 20, 1995.   The Committee will continue to examine  the effects of
the  Code Section 162(m)  provisions under the final  IRS regulations and will
monitor the levels of compensation in order to determine if further action may
be  appropriate.   However, given  the current levels  of compensation  of the
Named  Executive  Officers,  any potential  tax  liability  from  the loss  of
deductibility of STIP and LTIP awards would be nominal, in any event. 


THE COMPENSATION AND PERSONNEL COMMITTEE

S. Donley Ritchey, Chairman                 
Gilbert F. Amelio                Frank C. Herringer                          
Lewis E. Platt                   Richard M. Rosenberg


COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The  members of  the  C&P Committee  during  1995 were:    Frank C. Herringer,
Lewis E.  Platt, Toni  Rembe,  S. Donley  Ritchey and  Richard Rosenberg.   No
current officer  of the Corporation serves on the C&P Committee and there were
no "interlocks" as defined by the SEC in 1995.   

The  Corporation is  a  party  to  certain  agreements  with  subsidiaries  of
Transamerica  whereby the Corporation or  its subsidiaries have  the option or
the  obligation to  purchase under  specified conditions the  equity interests
that  the Transamerica  subsidiaries have  acquired in  certain Chicago  cable
television properties, at a  price sufficient to cover the  costs Transamerica
has  incurred in  connection  with  the  acquisition.    Two  subsidiaries  of
Transamerica borrowed $60 million  from banks to cover the  acquisition costs,
and  the  Corporation guaranteed  the borrowings.    Interest accruing  on the
loans,  which will be added  to the loan  amounts, may accrue to  a maximum of
$136 million.   The Transamerica subsidiaries will be paid a total of $400,000
per year for the option, plus certain   transaction  costs such as legal fees.
The  Transamerica subsidiaries were paid  $405,000 in 1995  in connection with
the transaction.  Ms. Rembe  is a director of Transamerica.   Mr. Herringer is
Chairman of the Board, President and CEO of Transamerica.

Transactions between the Corporation and H-P for equipment development, repair
and maintenance, and  training and support amounted to $10.1  million in 1995.
Such  amount  includes payments  to  H-P for  the development  of  large video
servers  pursuant  to  an agreement  between  H-P  and  Pacific Telesis  Video
Services, a wholly-owned subsidiary of the Corporation.  Mr. Platt is Chairman
of the Board, President and CEO of H-P.

In 1995, the Corporation and its subsidiaries obtained legal services from the
law firm of Pillsbury Madison & Sutro LLP, of which Ms. Rembe is a  member, on
terms  which the  Corporation believes were  as favorable  as would  have been
obtained from unaffiliated parties.

                                      13





                                                                <PAGE>


<TABLE>

EXECUTIVE COMPENSATION

The following table discloses compensation received by the Named Executive Officers for the three fiscal years 
ended December 31, 1995.

<CAPTION>
                                                     SUMMARY COMPENSATION TABLE

                                                                         LONG TERM COMPENSATION
                                                                      ----------------------------
                                    ANNUAL COMPENSATION                    AWARDS        PAYOUTS
                                    -------------------               ----------------------------
(A)                       (B)       (C)         (D)       (E)           (F)        (G)       (H)        (I)         (C+D+H)
                                                         OTHER      RESTRICTED              LTIP        ALL          TOTAL
NAME &                                                   ANNUAL    STOCK AWARDS  OPTIONS/  PAYOUTS   OTHER COMP    CASH COMP
POSITION                  YEAR     SALARY($)  BONUS($)*  COMP($)       ($)**     SARs(#)     ($)       ($)***        ($)****
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>        <C>        <C>       <C>           <C>       <C>        <C>          <C>

P. J. QUIGLEY            1995     645,833   662,080    110,481           0           0  304,011    47,984      1,611,924
Chairman of the Board    1994     541,458   372,313     77,546           0     210,000  424,008    74,925      1,337,779
President & CEO          1993     458,417   291,200     46,499           0           0  320,432    50,101      1,070,049

D. W. DORMAN             1995     475,625   562,238(1)  50,136   1,387,500           0        0    46,864      1,037,863
President & CEO -        1994     206,250   587,500(1)  14,033           0     100,000        0    22,500        793,750
Pacific Bell

M. J. FITZPATRICK        1995     403,333   377,050(2)  35,823           0           0        0    43,382        780,383
President & CEO -        1994     366,875   230,500     13,425           0      70,000        0    61,647        597,375
Pacific Telesis          1993     105,000    50,000          0           0      15,000        0         0        155,000
 Enterprises

R. W. ODGERS             1995     347,083   399,350     41,409           0           0  176,450    36,287        922,883
Executive Vice President,1994     331,875   178,250     39,166           0      70,000  239,616    59,153        749,741
General Counsel,         1993     324,458   268,000     28,764           0           0  188,209    43,688        780,667
External Affairs & Secretary

J. R. MOBERG             1995     347,083   349,350     43,578           0           0  176,450    51,654        872,883
Executive Vice President,1994     331,875   178,250     40,845           0      70,000  239,616    92,001        749,741
Human Resources          1993     324,375   238,000     29,129           0           0  188,209    70,340        750,584
=================================================================================================================================

                                                                  14







                                                                <PAGE>


(1)   In 1994 and 1995, the Corporation advanced $300,000 to Mr. Dorman at interest rates of 5.63 and 6.69 percent 
      per annum, respectively.  In January 1995 and 1996, the principal amounts of the loans were forgiven in payment 
      of special compensation payments earned by Mr. Dorman in 1994 and 1995.

(2)   Includes a special compensation payment of $50,000 which was earned by Mr. Fitzpatrick in 1995 and was paid 
      in 1996.

*     Includes special awards ($230,000, $0, $15,000, $127,500 and $127,500, respectively) paid in April 1995 
      to recognize significant shareowner value created between 1989-1994.

**    Represents the dollar value of shares awarded, calculated by multiplying the market value on the date of 
      grant ($27.75) by the number of shares awarded.  The value of the grant as of December 31, 1995 was 
      $1,675,000 (based on the closing price on the New York Stock Exchange - Composite Transactions on 
      December 29, 1995 of $33.50).  Dividends will be paid on these shares of restricted stock.  
      Mr. Dorman's grant vests in one installment on July 23, 2000.

***   Includes "above-market" interest on deferred compensation (1995 = $21,984, $30, $782, $22,387 and $37,754, 
      respectively) and company contributions under the Pacific Telesis Group Supplemental Retirement and Savings 
      Plan for Salaried Employees, including a "make-up" match under the Executive Deferral Plan for amounts that 
      were deferred and therefore not eligible for matching contributions under the Pacific Telesis Group 
      Supplemental Retirement and Savings Plan for Salaried Employees (1995 = $26,000, $6,334, $16,200, $13,900 
      and $13,900, respectively).  Also includes executive relocation payments to Messrs. Dorman and Fitzpatrick 
      (1995 = $40,500 and $26,400, respectively).

****  Includes Salary + Bonus + LTIP Payouts and does not include Dividend Equivalents which are included 
      under Column E.















                                                                  15








                                                                <PAGE>


                                        AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                                   AND FY-END OPTION/SAR VALUES*

     (A)                        (B)                   (C)                      (D)                     (E)
                                                                                               Value of Unexercised
                                                                      Number of Unexercised        in-the-Money
                                                                         Options/SARs at         Options/SARs at
                                                                           FY-End (#)               FY-End ($)

                          Shares Acquired                                 Exercisable/             Exercisable/
    Name                  On exercise (#)     Value Realized ($)         Unexercisable**         Unexercisable***
- ------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                   <C>                     <C>  

P. J. Quigley             No Exercises              N/A                   162,000/105,000         611,950/157,500

D. W. Dorman              No Exercises              N/A                    50,000/ 50,000         137,500/137,500

M. J. Fitzpatrick         No Exercises              N/A                    50,000/ 35,000          79,704/ 52,500

R. W. Odgers              No Exercises              N/A                    35,000/ 35,000          52,500/ 52,500

J. R. Moberg              No Exercises              N/A                    35,000/ 35,000          52,500/ 52,500

- -------------------------------------------------------------------------------------------------------------------------------

*     To reflect the spin-off of AirTouch Communications, Inc. ("AirTouch") on April 1, 1994, the exercise price of
      all outstanding options on the Corporation's Common Stock was adjusted and the outstanding options were 
      supplemented with AirTouch options so that the intrinsic value of the sum of both resulting options 
      remained the same.

      In 1995, Messrs. Quigley and Moberg exercised options to purchase 75,000 and 6,000 shares of AirTouch common stock, 
      respectively.  Based on the market value of AirTouch common stock on the date of exercise minus the exercise price, 
      Messrs. Quigley and Moberg realized value of $690,687 and $67,663, respectively, on such exercises.  
      As of December 31, 1995, the number of AirTouch options held by Messrs. Quigley, Dorman, Fitzpatrick, Odgers 
      and Moberg was 34,400, 0, 15,000, 39,600 and 33,600, respectively.  All of such AirTouch options were exercisable.  
      The value of such options (based on the closing price on the New York Stock Exchange - Composite Transactions 
      on December 29, 1995 of $28.125 minus the exercise price) was $459,124, $0, $96,546, $415,153 and $351,240, 
      respectively.  As of February 29, 1996, Messrs. Quigley, Fitzpatrick, Odgers and Moberg exercised all AirTouch 
      options held by them and no longer hold any AirTouch options. 

                                                                  16








                                                                <PAGE>


**    All unexercisable options as of December 31, 1995 (except Mr. Dorman's) reflect options granted on April 1, 1994; 
      50 percent became exercisable on April 1, 1995, and the remaining 50 percent become exercisable on April 1, 1996.  
      Mr. Dorman's options were granted on July 1, 1994.  50 percent became exercisable on April 2, 1995, and the 
      remaining 50 percent become exercisable on April 2, 1996.

***   Based on the closing price on the New York Stock Exchange - Composite Transactions of the Corporation's Common Stock 
      on December 29, 1995 of $33.50 minus the exercise price.


































                                                                  17








                                                                <PAGE>



                                      LONG TERM INCENTIVE PLANS* - AWARDS IN LAST FISCAL YEAR

                                                                                 Estimated Future Payouts
                                                                             Under Nonstock Price-Based Plans
                                                                       -------------------------------------------
    (A)                     (B)                      (C)                   (D)             (E)            (F)     
                                               Performance or
                      Number of              Other Period Until          Threshold        Target        Maximum   
    Name              Units (#)**            Maturation or Payout      (# of Units)    (# of Units)   (# of Units) 
- -------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                       <C>             <C>           <C>       
P. J. Quigley             21,800                 Three Years                5,450          21,800        43,600    

D. W. Dorman              14,500                 Three Years                3,625          14,500        29,000    

M. J. Fitzpatrick          8,300                 Three Years                2,075           8,300        16,600    

R. W. Odgers               6,050                 Three Years                1,513           6,050        12,100    

J. R. Moberg               6,050                 Three Years                1,513           6,050        12,100    
- ------------------------------------------------------------------------------------------------------------------

*     The Long Term Incentive Plan provides awards contingent upon the achievement of performance objectives set by the C&P
      Committee over a three-year period.  The above grants (Column B) are for the three-year performance period which will 
      end December 31, 1997.  The measures of performance under this Plan are: (1) CVA averaged over the three years of the
      performance period; (2) Cumulative Revenue over the three-year period and (3) Total Investor Return relative to the 
      Total Investor Return of four comparator groups.  These comparator groups are the RHCs, Independent Telecommunications
      Companies, California Utilities and the Standard & Poor's 500 Index (the "S&P 500 Index").  The performance targets 
      are set by the C&P Committee based on the performance levels projected in the Corporation's business plan.

      Awards are denominated in shares of Common Stock and dividend equivalents are paid during the performance period.  
      At the end of the period, awards are paid either in shares of Common Stock or in cash (valued at the average price 
      of the Common Stock for a ten-day period in January).

**    A unit is based on one share of Common Stock.

</TABLE>



                                                                  18








                                   <PAGE>

                              PERFORMANCE GRAPH

The stock performance graph shown below is not necessarily indicative of
future price performance.  (See Appendix for narrative description.)



                     Comparison of Five Year Cumulative
                 Total Return for Pacific Telesis Group, the
                    Six Other RHCs and the S&P 500 Index


                                  G R A P H

- ---------------------------------------------------------------------------


PENSION PLANS

The  Corporation  has  noncontributory  pension plans  (both  qualified  and
nonqualified) for salaried employees.  These plans provide a monthly pension
for  salaried   employees  including  officers  equal   to  1.45 percent  of
"Compensation"  averaged over the last  five years of  service multiplied by
years  of service.  Compensation for purposes of determining officer pension
benefits  includes  base  salary  and  the  target  award  under  the  STIP.
Effective January  1995, the years of  service for this purpose  will not be
more than the  greater of 30 or  the actual years  of service accrued as  of
December 31, 1994.  An  employee is eligible for  a pension at age 65  after
completing  five  years of  service.   Pensions  may  begin earlier  with or
without an early payment  discount depending upon age and  length of service
at  retirement.  Retirement  is mandatory at  age 65 for  officers and other
senior  managers,  provided the  individuals fall  within the  provisions of
Section 12(c)(1) of  the Age Discrimination  in Employment  Act of 1967,  as
amended from time to time.

The pension plans covering officers also provide that officers designated as
eligible to  participate prior to January  25, 1992, will be  eligible for a
minimum pension of 45 percent of average Compensation for the officer's last
five years of employment  if the officer serves as an  officer for ten years
and leaves  the Corporation in good standing at age  55 or thereafter.  This
minimum pension is increased  by an additional 1.0 percent per year, up to a
maximum  total pension of 50  percent, at 15 years or  more of service as an
officer.   The minimum pension benefit will be offset by benefits payable to
the officer under any  other qualified or nonqualified pension plans  of the
Corporation.












                                     19








                                   <PAGE>

Officers and  senior  managers who  are  hired at  age  35 or  over  into  a
specified  level  of management  ("mid-career  hires")  and terminate  after
completing  five or  more years  of service  at  a specified  level, receive
additional  pension credits  equal to  the difference  between 35  and their
maximum possible years of service attainable at age 65, not to exceed actual
net  credited service, at a rate of 1.0 percent per year, with a higher rate
of 1.45 percent  per year for those  years served as an officer.   Effective
July 1,  1995,  the  Board   adopted  amendments to  these  mid-career  hire
provisions  to coordinate these provisions with the 30-year limit on service
for pensions described above.  These amendments limit the maximum mid-career
pension to 43.5 percent of average Compensation for a mid-career hire's last
five years of employment (offset by all other pension benefits).

Pensions under the qualified plan may be paid as life annuities or joint and
survivor annuities or a lump sum  payment at retirement.  Pensions under the
qualified plan  are not subject to offset or forfeiture.  Pensions under the
nonqualified plans  may  be paid  as life  annuities or  joint and  survivor
annuities, subject  to the C&P  Committee's discretion to  determine another
form  of payment.    Pensions under  the  nonqualified plan  are  subject to
forfeiture or reduction in certain circumstances.

The 1995  Compensation of Messrs.  Quigley, Dorman, Fitzpatrick,  Odgers and
Moberg,  covered  by  the  qualified  and   nonqualified  pension  plans  is
$1,066,250, $750,000,  $595,000, $518,750  and  $518,750 respectively.   The
approximate  estimated  credited  years of  service  that  will  be used  in
calculating  a  pension benefit  of  Messrs.  Quigley, Dorman,  Fitzpatrick,
Odgers and Moberg,  upon retirement  at age  65 is 30,  25, 20,  14 and  34,
respectively.   Messrs. Quigley and  Moberg will  have 15 or  more years  of
service  as an officer at age 65,  assuming they continue as officers during
the intervening  period, and thus  would be entitled  to the greater  of the
amount  determined under  the table  below or  a minimum pension  benefit of
50 percent  of the average annual Compensation during their final five years
of  service.  Mr. Odgers will have 14 years  of service as an officer at age
65 assuming  he continues as  an officer during the  intervening period, and
thus should  be entitled to the  greater of the amount  determined under the
table below or a minimum  pension benefit equal to 49 percent of the average
annual Compensation during his final five years of service.

The following table  shows the  total annual straight  life annuity  pension
benefits that  would be received by an  executive officer of the Corporation
retiring today at  age 65 under  the qualified and  nonqualified plans.   It
assumes various specified  levels of total years  of service and  of average
annual Compensation  during the final five  years of service.   The benefits
shown in the table generally are not subject to offsets  for Social Security
benefits or other payments.












                                     20








                                   <PAGE>

Average Annual
 Compensation
 During Final               Years of Service Prior to Retirement
   Five Years    -----------------------------------------------------------
   of Service        15          20          25          30          35 
- ----------------------------------------------------------------------------
   $  450,000     $ 97,875    $130,500    $163,125    $195,750    $228,375
      500,000      108,750     145,000     181,250     217,500     253,750
      650,000      141,375     188,500     235,625     282,750     329,875
      700,000      152,250     203,000     253,750     304,500     355,250
      800,000      174,000     232,000     290,000     348,000     406,000
      900,000      195,750     261,000     326,250     391,500     456,750
    1,000,000      217,500     290,000     362,500     435,000     507,500
    1,150,000      250,125     333,500     416,875     500,250     583,625
    1,300,000      282,750     377,000     471,250     565,500     659,750
- ----------------------------------------------------------------------------


EMPLOYMENT CONTRACTS  AND  TERMINATION OF  EMPLOYMENT OR  CHANGE IN  CONTROL
ARRANGEMENTS

The  Corporation  has  entered   into  employment  agreements  with  certain
officers, including Messrs. Quigley,  Dorman, Fitzpatrick, Odgers and Moberg
which  provide for payments  in the event  of an involuntary  termination of
employment.   Such agreements do not have a fixed term and may be terminated
upon three years notice.   The agreements will automatically  terminate upon
the  voluntary resignation  of  the officer.   The  amount  of the  payments
depends  on whether the  involuntary termination  occurs within  three years
after a "change  in control."   If an officer's employment  is involuntarily
terminated for some reason other than cause, death or disability, whether or
not there  has been a  change in control, the  Corporation will make  a cash
payment of three times the officer's  base compensation then in effect, plus
100 percent of the target award  under the STIP applicable for that calendar
year  and, if all LTIP awards are forfeited, an amount equal to the value of
a share of Common Stock on the date of employment  termination multiplied by
the number  of LTIP units  granted for the  performance period that  ends in
that calendar year.  In such event, the Corporation will also compensate the
officer  for the termination of NSOs and Stock Appreciation Rights ("SARs"),
based  on  the difference  between fair  market  value of  the Corporation's
Common Stock at the effective  date of termination and the option  price (in
the  case of  SARs, the difference  between such  fair market  value and the
option price at which the  stock option related to the SAR was granted).  If
an  officer's employment  is involuntarily  terminated  by reason  of death,
disability  or  cause, no  compensation  is  payable  under  the  employment
agreement.












                                     21








                                   <PAGE>

Upon an  involuntary  termination (including  a "constructive  termination,"
which is defined  as a  material reduction in  responsibilities, a  material
reduction in salary or benefits  or a requirement to relocate)  within three
years after a  "change in  control," the officer  shall receive a  severance
payment, in addition to  the payments described in the  preceding paragraph,
when  applicable, equal to approximately  200 percent of  the officer's STIP
and LTIP awards for one year.  "Change in control" is defined generally as a
party's  acquisition, direct  or  indirect, of  20  percent or  more  of the
Corporation's securities, a greater than  one-third change in composition of
the Corporation's Board of Directors  in 24 months that was not  approved by
the  majority of  existing  directors, or  certain mergers,  consolidations,
sales or  liquidations of  substantially all  of  the Corporation's  assets.
Without regard to  any other provision of the  employment agreements, in the
event  that the  Corporation's auditors  determine that  any portion  of the
payment  to be made under the agreement  is nondeductible by the Corporation
because  of Code Section 280G, payments under the agreements will be reduced
to the extent of the nondeductible amount.

In  addition to the provisions of the employment agreements described above,
the  Corporation has also entered into a supplemental benefit agreement with
Mr.  Odgers under  which, if  he voluntarily  terminates his  employment, he
would  receive a pension  (payable in any  of the forms  available under the
nonqualified pension plans)  equal to a  percentage (increasing ratably  for
each  month of  employment,  beginning  with  35  percent  and  ending  with
45 percent in  the event of  termination in  or after October  1997) of  his
average  annual compensation  (including base  salary and  the  target award
under the  STIP) during the final  five years of employment.   The agreement
further provides that if Mr.  Odgers is involuntarily terminated, or if  his
position or compensation is  materially reduced, he would receive  a pension
equal to 45 percent of his average annual compensation during his final five
years of  employment.  Any payments to Mr. Odgers under this agreement would
be offset  by benefits payable to  him under the qualified  and nonqualified
pension  plans of  the Corporation  described under  "Pension Plans"  in the
above  discussion.    In  addition  to  the  provisions  of  the  employment
agreements described above,  the Corporation has  agreed to provide  certain
supplemental  pension benefits  to  Mr. Dorman if  he terminates  employment
after completing five years of service.  The Corporation has agreed that Mr.
Dorman would receive a supplemental pension  benefit of 1.0 percent per year
of  service  (in  addition to  the  1.45 percent  credited  to all  salaried
employees) of his average annual compensation (including base salary and the
target award  under the  STIP) during  the  final five  years of  employment
multiplied by  his years of  service.  Mr.  Dorman's total pension  would be
limited  to a maximum  of 50 percent, would  be payable in  any of the forms
available under the nonqualified  pension plans and would not  be discounted
for early payment.  Any payments to Mr. Dorman under this agreement would be
offset  by  benefits payable  to him  under  the qualified  and nonqualified
pension  plans of  the Corporation  described under  "Pension Plans"  in the
above discussion.









                                     22








                                   <PAGE>

The  Corporation also  has  an Executive  Deferral  Plan pursuant  to  which
officers  may elect  to  defer  the receipt  of  all or  a  part of  certain
specified compensation payments (including base salary, STIP, LTIP and bonus
payments). These  deferred amounts  earn interest  compounded annually  at a
rate determined by  the C&P Committee.   The rate for  1995 was equal  to 10
percent.  A  trust has been established and assets  have been contributed by
the  Corporation,  consisting of  cash  and  other  investments, from  which
benefits  for officers  under the Executive  Deferral Plan  may be  paid.  A
similar trust (with the contribution of assets in a similar manner) has also
been  established from  which various  nonqualified executive  retirement or
pension  benefits may be paid.  These  trusts generally provide that the C&P
Committee may  issue instructions to  the trustee as to  payment of benefits
and that the  Corporation will contribute sufficient assets  to the trust to
fully fund benefit payments upon a change in control.











































                                     23








                                   <PAGE>

RATIFICATION OF  APPOINTMENT OF AUDITORS  (ITEM B ON PROXY  CARD - DIRECTORS
RECOMMEND A VOTE "FOR")

Subject to  shareowner ratification, the  Board, upon recommendation  of the
Audit  Committee,  has reappointed  the firm  of  Coopers &  Lybrand L.L.P.,
Certified  Public  Accountants,  as  independent accountants  to  audit  the
financial  statements  of the  Corporation  for the  year  1996.   Coopers &
Lybrand  L.L.P. has audited the  Corporation's financial statements for many
years.     The  Board  recommends  that  the  shareowners  vote  "FOR"  such
ratification.   If  the shareowners  do not  ratify this  appointment, other
certified  public   accountants  will  be  considered  by   the  Board  upon
recommendation of the Audit Committee.

For the year 1995, Coopers & Lybrand L.L.P. audited the financial statements
of the Corporation and  some of its subsidiaries,  and provided other  audit
services to  the Corporation in connection  with SEC filings, the  review of
interim financial  statements  and  audits of  pension  and  other  employee
benefit plans.

One or more  members of the firm  are expected to  be present at the  Annual
Meeting and will have the opportunity to make a statement if they desire to 
do so and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.


SHAREOWNER PROPOSALS

Shareowner proponents  have stated their intention to  present the following
proposals at the 1996  Annual Meeting.  In accordance  with applicable proxy
regulations  of the  SEC,  the  name,  address  and  shareownership  of  any
proponent  will be furnished by the Corporation  to any person, orally or in
writing  as  requested, promptly  upon the  receipt of  any oral  or written
request therefor addressed to Shareowner Relations, 130 Kearny Street, Suite
2907,  San  Francisco, California  94108.    The  proposals  and  supporting
statements,   for  which   the   Board  and   the   Corporation  accept   no
responsibility, are set  forth on  the following pages.   The Board  opposes
these proposals for the reasons stated after each proposal.
 
SHAREOWNER PROPOSAL REGARDING DIRECTORY PAPER PROCUREMENT PRACTICES
(ITEM C ON PROXY CARD - DIRECTORS RECOMMEND A VOTE "AGAINST")

"WHEREAS:  The world's forests contain  the vast majority of the terrestrial
floral and faunal species;

"WHEREAS:  The coastal temperate rainforests have been identified as one  of
the rarest and most threatened forest types in the world,  occurring on just
0.2 percent of  earth's land  base.  British  Columbia contains one-half  of
North America's and  one-quarter of the world's  remaining coastal temperate
rainforests.   The  British Columbia  Provincial Government  has permanently
protected  less than  7  percent of  its  coastal temperate  rainforest,  as
compared to 40 percent protected in Alaska.  For example, an acre of British
Columbia's forest is  clear-cut every 66 seconds,  mainly for export  to the
United States (this  amount exceeds the total number of  trees felled on all
U.S. national forests combined);


                                     24








                                   <PAGE>

"WHEREAS:   A recent blue-ribbon  panel of scientists found  that even under
British  Columbia's  new  Forest  Practice  Code,  current  timber  planning
procedures  are inadequate  for  sustainable ecosystem  management and  that
approximately 90 percent  of the  logging in B.C.  is done by  clearcutting.
The B.C.  Government permits  the cutting  of an  exorbitant volume  of wood
products equaling 75 million cubic meters of timber - equivalent to a year's
worth  of logging  trucks, that if  lined up  nose-to-end, would  circle the
Earth 1.25 times!

"WHEREAS:   Due to the current  fiber supply shortage, paper  products are a
major cause of deforestation, with 50 percent  of the mass of all the  trees
cut in British Columbia ending up as paper or paperboard products;

WHEREAS:  Pacific  Bell purchases  approximately 29,000 tons  of paper  from
MacMillan Bloedel, most of which is derived from the clearcutting of British
Columbia's coastal temperate rainforests;

"WHEREAS:   MacMillan Bloedel  has  been convicted  and fined  86 times  for
violations of forestry, fishery  and waste management practices by  the B.C.
provincial and federal governments:

"RESOLVED:    That  shareholders  request that  Pacific  Bell  Directory,  a
subsidiary  of Pacific Telesis Corporation,  stop its use  of paper products
derived  from  clear-cut  ancient  rainforests  and  prepare  a   report  to
shareholders  on its plans to adopt ecologically sound procurement policies.
The report should be available to all shareholders within six  months of the
1996 annual meeting."

In  support of  this proposal  the proponents  have submitted  the following
statement:

"We  believe it is vital for the  company to review its procurement policies
to ensure that it is taking all steps to avoid use of old growth  forests as
a source of  paper for its phone  directories.  To  that end, the report  to
shareholders should consider the following three options:

    o   "Use of certified well-managed  secondary forest (previously logged)
        sources for  their forest products.  The  Forest Stewardship Council
        (FSC) is a non-partisan  international body formed to accredit  good
        forest  management certification  programs.  Pacific  Telesis should
        purchase forest products from vendors certified according to council
        guidelines.

    o   "Maximize  recycled fiber input.   The company should  also seek and
        invest in fiber from  ecologically responsible non-tree sources such
        as the kenaf  plant and  agricultural wastes such  as cereal  grains
        (wheat, rice, etc.).

    o   "Reduce overall paper consumption."








                                     25








                                   <PAGE>

The Board  of Directors recommends  a vote "AGAINST"  this proposal  for the
following reasons:

Pacific  Bell  Directory  ("Directory")  agrees  with  the  principles  that
underlie this proposal, however, we cannot support this proposal.

    o   The proposal would make  it IMPOSSIBLE for Directory to  produce our
        telephone  directories.   The  grade  of  paper  that  is  used  for
        directories is in short supply around the world.  If we halt or  cut
        back on  purchases  from any  supplier, no  suitable replacement  is
        available.

    o   The proposal focuses  on trees harvested in  British Columbia ("BC")
        by  MacMillan  Bloedel  (MacMillan"),  but  fails  to  mention  that
        MacMillan's  harvests are  strictly  regulated and  conducted in  an
        ecologically sound  manner.  All logging  in BC must be  approved by
        multiple  government  agencies  which  solicit  community  input and
        scientific review, and aim for a sustainable yield that protects the
        forests, jobs and the  environment.  The BC government  owns most of
        the land in BC and has been aggressive in protecting the environment
        -- including the creation of 100 new parks since 1991.  Of the total
        26 million acres of coastal temperate rain forest, two million acres
        are formally    protected and 20 million acres remain unlogged after
        decades of  forestry.  Harvested  areas  are promptly  reforested to
        maintain biodiversity.

    o   The proposal will not save trees.   BC's log and paper sales reports
        do  not support the  contention that  increased paper  demand causes
        more  trees to  be cut.   Trees from  BC are  primarily harvested to
        produce  solid  wood  products   (such  as  lumber  for  homes   and
        furniture),  not for paper.   Directory paper is  made from inferior
        trees,  sawmill  waste  and   recycled  paper.    Also,  Directory's
        purchases represent less than one percent of MacMillan's business.

    o   Directory  already  employs  all   practical  means  to  reduce  its
        environmental   impact,  including  many   steps  advocated  by  the
        proponents.

The  proponents  ask Directory  to:   (1)  use "certified"  secondary forest
sources, (2) maximize  recycled fiber  input, and (3)  reduce overall  paper
consumption.

    o   Certified forests -- We cannot comply because no "certified forests"
        are currently used to produce directory paper.  However, we continue
        to monitor standards for certification that are being developed.

    o   Recycling -- Directory is the industry leader in the use of recycled
        directory paper.   At  our request,  MacMillan  invested heavily  in
        equipment  to  produce  directory  paper with  40  percent  recycled
        content- the current practical technical maximum.  Directory's phone
        books, which  are 100  percent recyclable, are  collected throughout
        California  and recycled  into new  directory  paper and  phone bill
        remittance  envelopes.   We  are also  evaluating  wheat straw  as a
        potential  alternative fiber  in our  paper, and  plan to  test this
        paper on our presses this year.


                                     26








                                   <PAGE>

    o   Reduce paper consumption -- Directory practices this every day, both
        for  environmental reasons and  to lower costs.   We use  a printing
        process  and  a  redesigned  directory format  which  reduces  paper
        consumption.  We have greatly lowered the number of excess directory
        copies.

    In sum, the shareowners'  proposal does not present a  balanced solution
to  the complex  issues  surrounding Canadian  forestry and  environmentally
sound  directory publishing  practices.   In fact,  this proposal  would not
accomplish the goals of the  proponents, would inappropriately interfere  in
BC  public  policy and  would deny  Directory the  ability to  produce phone
books.  Directory has  prudently pursued environmentally responsible actions
and will evaluate additional opportunities as they arise.

THE BOARD OF DIRECTORS RECOMMEND A VOTE "AGAINST" THIS PROPOSAL.

SHAREOWNER  PROPOSAL REGARDING DIRECTOR COMPENSATION (ITEM D ON PROXY CARD -
DIRECTORS RECOMMEND A VOTE "AGAINST") 

"The shareholders of Pacific Telesis request the Board of Directors take
the  necessary steps to amend  the company's governing  instruments to adopt
the  following:   Beginning  on  the 1997  Pacific Telesis  fiscal  year all
members of the Board of Director's total compensation will be paid in shares
of  Pacific Telesis common stock  each year.   No other compensation  of any
kind will be paid. These shares to be held until they leave the Board."

In  support  of this  proposal, the  proponent  has submitted  the following
statement:

"This proposal  makes each board member  wholly tied to the  fortunes of the
company, as it should be.  These  are the people responsible for making sure
the company is  on the right  track.  It  is their responsibility to  reward
good performance by the managers and  to replace them if incompetent.  Human
nature being what it  is, the directors will  only make the hard  choices if
they have a  substantial stake in the company and have  to hold those shares
for the long  term.  A board  member can always  borrow money against  their
shares  using the shares as collateral,  but they will still  be tied to the
companies fortunes  and that's how it should be.  We hear from management we
have to pay in cash because some directors might need the money urgently and
we could not get successful people, if paid  in stock.  If they do not  have
enough money or could  not borrow the money for their every day living, they
must not  be very successful and we do not  need them. These people all have
other sources of income.  This is a business not a charity."
 
The Board  of Directors recommends  a vote "AGAINST"  this proposal  for the
following reasons:

The success of the Corporation is dependent upon not only its employees, but
also its directors and their  talent and experience.  To attract  and retain
the  best group  of  directors,  our  compensation  package  must  be  fully
competitive.






                                     27








                                   <PAGE>

Directors' compensation  is made up  of four  basic components:   board  and
committee  chair retainers,  board and committee  fees, stock  grants and/or
options  and  pension.    The  Corporation  regularly  surveys  compensation
provided  to directors by other  regional holding companies  and other large
California  corporations.  The data  from these studies  indicate that these
components  are very  common  in  these  other  companies.    Moreover,  the
aggregate  value   of  the   compensation  received  by   the  Corporation's
nonemployee  directors is within the  range of compensation  provided by the
surveyed companies.

Nonetheless,  the Corporation  has taken  action to  place more  emphasis on
stock  ownership in compensating its directors.   As reported in more detail
elsewhere  in  this  proxy statement,  on  January 26,  1996,  the  Board of
Directors approved revisions to the Pacific Telesis Group Outside Directors'
Retirement Plan.  These  revisions limit directors' service for  purposes of
determining their pension to years  of service at May 1, 1996  and eliminate
all future credit for service after that date.  New  directors elected after
January 25, 1996, are not eligible to participate in the Retirement Plan.

Also  on  January 26,  1996, the  Pacific  Telesis Group  Outside Director's
Deferred Stock Unit  Plan was adopted.  This plan  allows existing directors
to convert the  present value of their  accrued pensions to Pacific  Telesis
Group stock units of equal value.  It also provides for the grants  of stock
units  equivalent to  the value  of  the future  pension accruals  that were
eliminated.    New directors  elected after  January  25, 1996  will receive
deferred stock units in lieu of any pension accruals.

By  converting  a portion  of the  current  compensation program  to Pacific
Telesis Group  stock units, these actions significantly  strengthen the link
between directors' and shareowners' interests.

The  Corporation  seeks  to have  diverse  representation  on  its Board  of
Directors.  Many highly qualified and successful individuals come from walks
of  life  that do  not provide  high levels  of  cash income.   Compensating
directors  entirely in  stock may  preclude some  of these  individuals from
serving on the Board.   The Corporation believes its current mix of cash and
noncash elements in its compensation package is appropriate and necessary to
attract the caliber of directors it needs. 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.

















                                     28








                                   <PAGE>

OTHER MATTERS TO COME BEFORE THE MEETING

The  proxy  card, in  addition to  voting  choices specifically  marked, and
unless  otherwise   indicated  by  the  shareowner,   confers  discretionary
authority on the  named proxy holders  to vote on  any matter that  properly
comes before the  1996 Annual Meeting which is not  described in these proxy
materials. At  the time this proxy statement  went to press, the Corporation
knew  of no other matters which might  be presented for shareowner action at
the Annual Meeting.

The federal proxy  rules specify  what constitutes timely  submission for  a
shareowner proposal to be included in  the proxy statement.  If a shareowner
desires to bring business  before the meeting which is not  the subject of a
proposal  timely  submitted  for  inclusion  in  the  proxy  statement,  the
shareowner  must follow procedures outlined in the Corporation's By-Laws.  A
copy of these procedures is available upon request from the Secretary of the
Corporation, 130 Kearny Street, Suite 3713, San Francisco, California 94108.
One  of  the procedural  requirements  in the  By-Laws  is timely  notice in
writing of the business the shareowner proposes to bring before the meeting.
Notice must be received not less than 25 days nor more than 60 days prior to
the meeting.  It should be  noted that these By-Law procedures govern proper
submission of  business  to be  put  before a  shareowner  vote and  do  not
preclude  discussion by   any  shareowner of  any business  properly brought
before the Annual Meeting.

If a shareowner wants  to nominate a person for election  to the Board other
than a director nominated  by the Corporate Governance Committee,  notice of
the proposed nomination must be  delivered to or mailed and received  by the
Secretary of the Corporation not less than 25 days  prior to the meeting.  A
copy  of  the By-Law  provisions governing  the  requirements for  notice is
available upon request from the Secretary of the Corporation.

SOLICITATION OF PROXIES

The  Corporation  will pay  all costs  of  distribution and  solicitation of
proxies.    Brokers, nominees,  fiduciaries  and  other custodians  will  be
reimbursed their reasonable fees and  expenses incurred in forwarding  proxy
materials to beneficial owners.  Corporate Investor Communications, Inc. has
been retained at an estimated cost of $16,000, plus reasonable out-of-pocket
expenses, to assist in the solicitation of proxies.  This  solicitation will
be by mail, telephone and other means.


PROPOSALS FOR THE 1997 ANNUAL MEETING

Shareowner  proposals   intended  for  presentation  at   the  Corporation's
1997 Annual  Meeting  must  be   received  at  the  Corporation's  principal
executive offices no later  than November 15, 1996.   Proposals must  comply
with Rule 14a-8 promulgated by the SEC pursuant to the Exchange Act.








                                     29








                                   <PAGE>

MULTIPLE COPIES OF SUMMARY ANNUAL REPORT TO SHAREOWNERS

The  Corporation's 1995 Summary Annual Report to Shareowners has been mailed
to shareowners.  If more than one  copy of the Summary Annual Report is sent
to your address, we will discontinue the mailing of reports  on the accounts
you select if you mark the  designated box on the appropriate proxy card(s).
Mailing of dividends, dividend  reinvestment statements, proxy materials and
special  notices  will  not be  affected  by  your  election to  discontinue
duplicate mailings of the Summary Annual Report to Shareowners.



By Order of the Board of Directors,


Richard W. Odgers
Executive Vice President, General Counsel, External Affairs and Secretary



Dated:  March 15, 1996




































                                     30








                                   <PAGE>


- ----------------------------------------------------------------------------
In accordance with Rule 14a-3(c)  under the Securities Exchange Act  of 1934
(the "Exchange Act"), as  adapted to the "Summary Annual  Report" procedure,
the information contained below and in the following appendix (consisting of
the section entitled "Annual  Financial Review") is provided solely  for the
information  of  shareowners  and  the Securities  and  Exchange  Commission
("SEC").  Such information  shall not be deemed to  be "soliciting material"
or  to  be "filed"  with the  SEC  or subject  to Regulation  14A  under the
Exchange  Act (except as  provided in Rule  14a-3) or to  the liabilities of
Section 18 of the  Exchange Act, unless, and only to the  extent that, it is
expressly  incorporated by reference into  the Form 10-K  of Pacific Telesis
Group for its fiscal year ending December 31, 1995.
- ----------------------------------------------------------------------------
Except  for historical  information  contained below  and  in the  following
appendix  (consisting of  the section  entitled "Annual  Financial Review"),
such discussion  contains forward-looking statements  that involve potential
risks and uncertainties.  Pacific Telesis Group's (the "Corporation") actual
results  could differ materially from those discussed therein.  Factors that
could cause or contribute to such  differences include, but are not  limited
to, those discussed therein  and those discussed in the  Corporation's Forms
10-K for the  years ended  December 31, 1995  and 1994,  and Forms 10-Q  for
first, second, and  third quarters of  1995.  Readers  are cautioned not  to
place undue reliance on these forward-looking statements which speak only as
of the date hereof.   The Corporation undertakes no obligation to  revise or
update these  forward-looking statements to reflect  events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. 
- ----------------------------------------------------------------------------
STOCK TRADING ACTIVITY AND DIVIDENDS PAID
                                                                     Payment
1995                                  High        Low    Dividends      Date
- ----------------------------------------------------------------------------

First Quarter....................  $31.250    $28.000       $0.545    5/1/95
Second Quarter...................  $31.250    $25.625       $0.545    8/1/95
Third Quarter....................  $30.875    $25.625       $0.545   11/1/95
Fourth Quarter...................  $34.375    $29.125       $0.545    2/1/96
- ----------------------------------------------------------------------------
                                                                     Payment
1994                                  High        Low    Dividends      Date
- ----------------------------------------------------------------------------

First Quarter*..................   $58.000    $51.000       $0.545    5/2/94
Second Quarter..................   $32.375    $29.875       $0.545    8/1/94
Third Quarter...................   $33.500    $30.125       $0.545   11/1/94
Fourth Quarter..................   $32.125    $28.250       $0.545    2/1/95
- ----------------------------------------------------------------------------
(Stock  trading activity:   based  on New  York Stock  Exchange  - Composite
Transactions)

*  Reflects market prices per  share prior to the April 1, 1994  spin-off of
   spun-off operations.





                                     F-1








                                   <PAGE>


Dividends

The  record date is set  by the Pacific Telesis Group  Board of Directors at
the  time it  declares a dividend.   Based  on the  current schedule, record
dates are expected in April, July, October, and  December, and dividends are
expected to  be paid  in  May, August,  November, and  February.   Quarterly
reports are mailed with dividend checks.

Stock Listing

New York, Pacific, Chicago exchanges           PAC
London, Swiss exchanges                        Pacific Telesis
Newspaper stock tables                         Pac Telesis

Copies of the Pacific Telesis Group 1995 Form 10-K filed with the Securities
and Exchange Commission may be obtained without charge by writing to:

     Shareowner Relations
     Pacific Telesis Group
     130 Kearny Street, Suite 2907
     San Francisco, California 94108



































                                     F-2








                                   <PAGE>


                           ANNUAL FINANCIAL REVIEW
  -------------------------------------------------------------------------

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                           AND FINANCIAL CONDITION


OVERVIEW

The  Corporation  includes  a  holding  company,  Pacific  Telesis,  and its
telephone subsidiaries: Nevada Bell and Pacific Bell (which when used herein
includes its subsidiaries, Pacific  Bell Directory, Pacific Bell Information
Services,  Pacific Bell  Mobile  Services, Pacific  Bell Internet  Services,
Pacific Bell Network Integration, and others) hereinafter referred to as the
Telephone  Companies.   Other Pacific  Telesis subsidiaries  include Pacific
Telesis  Enterprises,   Pacific  Bell  Communications,   and  several  other
subsidiaries that  provide video, communications,  and other services.   The
Telephone Companies  provide local  exchange services, network  access, toll
services, directory advertising,  Internet access, and selected  information
services in California and Nevada. 

The Corporation's vision is to enrich  people's lives through communications
and  access to  information,  education, and  entertainment  services.   Its
mission is  to build customer loyalty and be the customer's first choice for
telecommunications  and  information  services;  to foster  a  culture  that
ensures employee commitment; and to build  value for its shareowners.  To be
successful, the Corporation must continue to balance the  needs of its three
major stakeholders:  customers, employees, and shareowners.

KEY STRATEGIES

With increasing  competition for existing  services and the  introduction of
local  services competition  in California  effective  January 1,  1996, the
Telephone Companies, which consist of Pacific Bell and Nevada Bell, face  an
increasingly  competitive  marketplace.    In response  to  the  competitive
challenge, management has developed three key strategies intended to provide
a  consistent,  integrated focus  for  management's  decisions and  actions.
These  overarching  strategies  are  to strengthen  the  Corporation's  core
telecommunications business, develop new  markets, and promote public policy
reform.

Strengthen Core Business
- ------------------------

A strong core business  provides the essential foundation to  pursue future-
oriented opportunities.  To strengthen the core telecommunications business,
management  will continue  to  improve customer  service  and reduce  costs,
upgrade  network and  systems  capability, and  retain  and expand  existing
markets through product and channel innovation.







                                     F-3








                                   <PAGE>


Improve Customer Service and Reduce Costs

To  ensure a high degree  of customer satisfaction,  the Telephone Companies
interview more than 18,000 customers each month to monitor performance.  The
majority of the interviews are event driven and designed to measure customer
satisfaction with  recent transactions.  Also, a  portion of employee pay is
based  on meeting customer satisfaction  targets.  The cumulative percentage
of Pacific Bell's business and  residence market customers responding "good"
or "excellent" in 1995 interviews is  displayed below.  Nevada Bell achieved
even higher results.
                                           Service       Service     Account
                                      Provisioning   Maintenance   Servicing
- ----------------------------------------------------------------------------
Business Market (%)                           90.8          84.7        89.6
Residence Market (%)                          92.0          81.7        90.4
- ----------------------------------------------------------------------------

The  Corporation  continues  its  commitment  to  total  quality  management
practices  as  a  proven way  to  improve  processes  and increase  customer
satisfaction.   In this area Pacific  Bell has been recognized  as a quality
leader.  In  December 1995,  Governor Wilson of  California awarded  Pacific
Bell  the Golden State Quality Award.   The award, modeled after the Malcolm
Baldrige  National  Quality  Award,  is  designed  to  recognize  California
companies  that continually  strive  for the  achievement of  organizational
excellence.   The award recognizes companies whose employees, at all levels,
understand  their company's  vision and  mission, and  can relate  their own
roles  to the business  strategy.   In addition,  several of  Pacific Bell's
special   access  ordering,  provisioning,   and  maintenance  centers  were
registered under ISO 9000, an international quality standard.

To  prosper  in  a competitive  environment,  the  Telephone Companies  must
continue to provide outstanding  customer service while lowering costs.   To
improve  operational  efficiencies  and  reduce  cost,  the  Corporation  is
implementing core process reengineering  ("CPR"), primarily at Pacific Bell.
CPR  is a  method  for achieving  significant  increases in  performance  by
fundamentally rethinking basic business processes and systems.  CPR projects
have resulted  in better, faster customer  service, and reduced costs.   For
example, a major focus of 1995  was the creation of customer service centers
to improve the response to  service activation and repair calls.   With many
functions consolidated in the centers, significant  time savings and service
improvements  have been  achieved by  reducing hand-offs  between functional
work groups.   Similarly,  Pacific Bell  has reduced  the number  of network
operations centers from 25  to two.  Each center acts  as a fully functional
backup center  for the other.   Both new  centers were operational  by early
1996.    The  new  consolidated  centers  require  approximately  250  fewer
employees to operate than the old centers.

Another effort is Pacific Bell's plan  to reduce real estate occupancy costs
by as much as 25 percent over five years by  encouraging employees to pursue
alternative working arrangements such as telecommuting, virtual offices, and
shared  offices.  Expense savings will result from consolidating operations,
terminating leases,  and eventually  selling surplus  properties.  In  1995,
Pacific  Bell reduced  its  annual  real  estate  occupancy  costs  by  over
$9 million.


                                     F-4








                                   <PAGE>


To  provide  faster customer  service, Pacific  Bell  has implemented  a new
process  called "quick  dialtone."   Quick dialtone  allows the  customer to
access  certain repair, 911, and business office numbers, even after service
is disconnected. It requires  less processing to initiate  telephone service
and allows Pacific Bell to activate  service within about two hours.  Eighty
percent of California residences  were equipped for quick dialtone  in 1995.
Quick dialtone makes it easy for customers to choose Pacific Bell.

As  a result of reengineering  processes and other  efforts, the Corporation
reduced its workforce 5.2 percent during 1995.

Upgrade Network and Systems Capabilities

In  order to offer the products and  services customers want, now and in the
future, the Telephone  Companies continue to invest heavily  in improvements
to the  core telecommunications  networks. The  Telephone Companies spent  a
total  of $1.9 billion on  the telecommunications networks  during 1995. The
focus of these  investments has  been in the  advanced digital  technologies
discussed  below.   These  technologies  enable the  Telephone  Companies to
provide new products and services, increase network quality and reliability,
increase transmission speed, and reduce costs.
                                                                 December 31
                                                                ------------
Technology Deployment                                            1995   1994
- ----------------------------------------------------------------------------
Access lines served by digital switches......................     73%    66%
Access lines with SS-7 capability............................     98%    95%
Access lines with ISDN accessibility.........................     85%    79%
Miles of installed optical fiber (thousands).................     482    425
- ----------------------------------------------------------------------------

Signaling System 7  ("SS-7") permits  faster call setup  and custom  calling
services.  Integrated Services  Digital Network ("ISDN") allows simultaneous
transmission  of  voice,  data, and  video  over  a  single telephone  line.
Digital switches and  optical fiber,  a technology using  thin filaments  of
glass  or  other  transparent  materials  to  transmit coded  light  pulses,
increase  the capacity  and reliability of  transmitted data  while reducing
maintenance  costs.  In  addition,  the Telephone  Companies  are  deploying
Synchronous  Optical   Network  ("SONET")   interfaces   within  the   fiber
infrastructure.  SONET  is an  international standard  for high-speed  fiber
optics transmission.

Pacific  Bell  is working  with  AT&T Corp.  to  develop and  field  test an
Advanced  Communications Network  ("ACN")  in California.    In addition  to
providing advanced telecommunications services, the new network should serve
as  a  platform for  other information  providers  and will  offer customers
alternatives  to existing  cable television  providers.  The  ACN technology
that management has  selected is a hybrid  fiber/coaxial cable architecture.
This  technology should be  cost effective to deploy  and operate, and allow
Pacific  Bell  to  achieve  significant  operational  savings.     In  1995,
management decided to concentrate  development and deployment of the  ACN in
San  Diego  and the  San Francisco  Bay  Area, two  of  Pacific Bell's  most
competitive markets.  Construction will be slower than originally planned. 



                                     F-5








                                   <PAGE>


Management  is continuing  to reevaluate  its capital  program for  1996 but
currently anticipates capital  spending in  1996 to be  slightly lower  than
1995  levels.    The capital  program  includes  the cost  of  upgrading and
maintaining  the core  telecommunications network and  systems capabilities,
meeting  customer  demand  for  new  access  lines,  building  the  Personal
Communications  Services ("PCS")  network,  and  constructing  the  wireless
digital television network, but excludes most of the  costs of the ACN.  The
Corporation's capital expenditures related to a contract with AT&T Corp. for
construction  of the ACN  are expected to  be deferred until  1998.  Pacific
Bell is committed to purchase these facilities in 1998 if  they meet certain
quality  and performance  criteria.   Management  now  expects the  purchase
amount  to be less than $1 billion in 1998, which is lower than the previous
forecast.    Pacific Bell  will lease  certain  operational portions  of the
facilities prior to 1998 during the construction period.

Retain and Expand Existing Markets

Stimulating  usage of the Telephone Companies' existing networks is the most
cost  effective way  to  increase revenues.    The Telephone  Companies  are
increasing their  use of alternative sales channels and targeted advertising
to stimulate usage.   Focus  areas include high-growth  data markets,  voice
mail, additional residential lines, and custom calling services.

The  market  for  high-speed data  transmission  is  growing  rapidly.   The
Telephone Companies' ISDN sales  more than doubled in  1995.  The  Telephone
Companies  also offer  several other  high-speed data  transmission products
tailored  to a customer's  specific needs.  Frame  Relay technology allows a
customer  to transmit 126 pages of data  per second and enables the customer
to move data quickly between widely dispersed local area networks.  Switched
Multimegabit Data  Service ("SMDS") allows  users to buy  whatever bandwidth
they  need, and to upgrade it later  if desired.  Asynchronous Transfer Mode
("ATM") is a  high bandwidth technology that  allows a customer to  transmit
50,000 pages of data per second, or to transmit broadcast-quality video. 

The  success of  the Corporation's  voice mail  products continued  in 1995.
Customers value  such features as the  ability of the service  to answer the
phone  even  when they  are  on  the line.  They  also  like remote  message
retrieval  features and  the  reliability  of  the  network.  Voice  mailbox
equivalents in service increased 27 percent in 1995 to about 1.5 million.

Changes in  technology and telecommuting  are fueling  increased demand  for
additional telephone lines in the  home.  Pacific Bell began a  promotion in
December 1995 designed to  increase the number of second  residential access
lines.    The Corporation  provides  approximately  1.7 million  residential
access lines that are in addition to the customer's primary line.  Customers
want extra lines for  data transmission, Internet access, fax  machines, and
convenience.  Similarly, demand  for Custom  Calling Services, such  as call
waiting, grew more than eight percent in 1995 as customers asked for greater
convenience and more control over their telephone communications.







                                     F-6








                                   <PAGE>


In  May  1995, the  Federal  Communications  Commission ("FCC")  established
national rules  affecting how  carriers, including the  Telephone Companies,
may  offer calling party identification  services ("Caller ID").   Caller ID
displays the telephone number of the calling party on a device that attaches
to, or is part of, a customer's telephone.  The FCC  ruling preempts certain
of the  California Public Utilities Commission's  ("CPUC") restrictions that
made  providing Caller ID in California uneconomic.   In June 1995, the CPUC
appealed  the FCC's  ruling  to the  U.S.  Court of  Appeals  for the  Ninth
Circuit, which  subsequently upheld the FCC's  ruling in January 1996.   The
ruling is subject to further appeal.

The FCC rules require that a customer notification plan be approved by state
regulators before Caller ID services can be offered.  In  December 1995, the
CPUC  ordered  Pacific Bell  to revise  its  customer notification  plan and
allowed recovery of the plan's  cost.  Pacific Bell intends to  offer Caller
ID  services beginning in June  1996 at the same time  it begins passing the
calling party's number on interstate calls in compliance with the FCC rules.
To  protect customer privacy,  Pacific Bell  will automatically  provide the
capability  for per  call blocking,  which is  accomplished by  the customer
dialing *67  before dialing the  telephone number.   Pacific Bell  will also
provide per line blocking at the customer's request.

Develop New Markets
- -------------------

As competition becomes more fierce  in its core telecommunications business,
the Corporation will rely  increasingly on developing new markets  to create
new revenue sources.  Toward that end, the Corporation is  actively pursuing
opportunities  in  long-distance,  video  dialtone,  PCS,  wireless  digital
television,  Internet  access,  home  entertainment,  and  other information
services.

In February 1996, the  President signed into law the  Telecommunications Act
of  1996 that  establishes new  procedures under  which the  Corporation can
apply to the FCC for authority to offer long-distance telephone service.  To
compete  effectively  in  this market,  the  Corporation  has  formed a  new
subsidiary, Pacific Bell Communications.  Although the Corporation must meet
certain requirements  before it can offer  long-distance service, management
expects to fulfill those requirements by the first part of 1997.  Management
intends  to offer price, service,  and value packages  that will provide the
incentive for  Californians to choose  Pacific Bell Communications  as their
long-distance  carrier.   It  is estimated  that California's  long-distance
market will grow to approximately $7.3 billion by the end of 1997.

In July 1995, the FCC approved Pacific Bell's applications for authority  to
offer  video dialtone  services in  specific locations  in California.   The
approval  allows  Pacific  Bell   to  begin  installing  the  video-specific
components of its  ACN.   Subject to regulatory  approvals, the  Corporation
plans to  begin offering video services  in San Diego and  the San Francisco
Bay Area in  1996.  The Telecommunications Act of  1996 terminates the FCC's
video dialtone rules  and regulations but allows the  continued construction
and operation of  previously approved video dialtone  systems.  The  FCC has
until July 1996  to issue regulations for an open  video system.  Management
continues to analyze the impact of the new legislation on its ACN plans.


                                     F-7








                                   <PAGE>


In 1995, the Corporation obtained licenses from the FCC to offer PCS to over
30 million potential  customers in California and Nevada.   PCS is a digital
wireless service offering  mobility for both voice  and data communications.
Pacific Bell Mobile Services has begun to deploy its network  to provide PCS
throughout California and Nevada.   The network will incorporate  the Global
System  for Mobile Communications ("GSM")  standard which is  widely used in
Europe.   Management is working with the industry to resolve issues relating
to hearing aid interference and compatibility common to all digital systems.
Management  expects  a widespread  offering of  PCS  service by  early 1997.
Although management anticipates  significant competition, particularly  from
established  cellular companies,  it  believes that  digital technology  and
Pacific  Bell's   reputation  for  superior  service   will  be  competitive
advantages. 

In  July 1995, the Corporation acquired Cross Country Wireless Inc. ("CCW").
CCW  has  existing wireless  television  operations with  over  40,000 video
customers  in Riverside, California and holds licenses and rights to provide
wireless  television  in  Los  Angeles,   Orange  County,  and  San   Diego.
Additionally,  the Corporation  has negotiated an  agreement to  acquire two
companies  with rights to provide  wireless television in  the San Francisco
Bay Area, San  Diego, and  Victorville, as  well as  in several  communities
outside  California.   The  two companies  hold  rights to  reach about  two
million households in  California and another two million  in other parts of
the country.   The planned acquisition is subject to a number of conditions,
including  regulatory and  shareholder approvals  of the  selling companies.
When the  planned acquisition is completed  and the networks are  built, the
Corporation's  wireless  television  systems  will be  able  to  reach seven
million households in California.  The ultimate number of actual subscribers
cannot be predicted at this time.   The Corporation plans to provide digital
services that will bring consumers 100-plus channels and deliver picture and
sound  quality  superior to  today's analog  cable  systems.   Unlike direct
broadcast satellite  programming, the  service will include  local broadcast
stations.   The Corporation is  also participating in  the FCC's  auction of
wireless spectrum.

In  1995, Pacific  Bell  formed a  subsidiary  and announced  an  aggressive
campaign to provide  Internet access services to a broad  range of customers
in California.  One-third  of all Internet traffic originates  or terminates
in California.   One-quarter of the  commercial domains on the  Internet are
California based.   Pacific Bell  began providing Internet  access to  large
businesses in the third quarter of 1995 and will provide residential service
in 1996.

The  Corporation is  also  developing new  markets  for home  entertainment,
information,  and interactive services.   To help  facilitate entering these
new markets,  TELE-TV, a  joint venture  with Bell Atlantic  and NYNEX,  was
formed to develop a  portfolio of branded programming and services.  TELE-TV
is moving aggressively to secure  programming for the Corporation's wireless
digital television offerings.   Upon FCC approval, TELE-TV  also anticipates
delivering video services through retail affiliates over Pacific  Bell's ACN
as well as over the Corporation's wireless digital television systems.

Management expects  the Corporation to  incur substantial start-up  costs in
the development of these new markets, but continues to see these new markets
as attractive investment opportunities.

                                     F-8








                                   <PAGE>


Promote Public Policy Reform
- ----------------------------

Telecommunications  policy reform  has been,  and will  continue to  be, the
subject  of much debate in Congress, the California Legislature, the courts,
the FCC, the  CPUC, and the  Public Service Commission  of Nevada  ("PSCN").
Management supports public  policy reform that promotes fair competition and
ensures that the responsibility for universal  service is shared by all  who
seek to provide telecommunications services.   Competition will bring  great
benefits to customers by giving them the opportunity to choose among service
providers,   for  everything   from  dialtone   to  long-distance   to  home
entertainment.

Telecommunications Legislation

In  February   1996,  the   President  signed   into  law  a   comprehensive
telecommunications  bill  that eases  certain  restrictions  imposed by  the
Communications Act  of 1934 and the  1984 Cable Act, and  which replaces the
1982 Consent  Decree.   Among the provisions,  the new law  allows telephone
companies and cable television companies to compete in each others' markets,
and permits  the former Bell  Operating Companies  to apply to  the FCC  for
authority  to offer  long-distance service,  subject to  certain conditions.
Once the new law is fully  implemented, consumers will have many new options
for  their local  telephone, long-distance,  and cable  television services.
(See "Develop New Markets" on page F-7.)

FCC Regulatory Framework Review

In March 1995, the  FCC adopted new interim price cap rules  that govern the
prices  that the  larger  local exchange  carriers  ("LECs"), including  the
Telephone Companies,  charge interexchange  carriers ("IECs") for  access to
local telephone networks.   The interim rules  require LECs to adjust  their
maximum prices  for changes  in inflation, productivity,  and certain  costs
beyond the control of the LEC.  Under the interim plan, LECs may choose from
three productivity  factors:   4.0, 4.7,  or 5.3 percent.   Election  of the
5.3 percent  productivity  factor  permits the  LEC  to  retain  all of  its
earnings,  whereas  election  of  the  lower  productivity  factors  require
earnings  above certain  thresholds  to  be  shared  with  customers.    The
Telephone Companies have  chosen the 5.3 percent  productivity factor, which
enables them to retain all of their earnings after July 1, 1995.  

In adopting the interim plan, the  FCC required LECs to prospectively reduce
their earnings  by 0.7  percent  for each  year the  LEC  elected the  lower
3.3 percent  productivity  factor  during  1991-94. For  Pacific  Bell  this
resulted  in a 2.1  percent reduction. Nevada  Bell will have  a 1.4 percent
reduction.  The Telephone Companies have formally contested these reductions
as well  as other adjustments associated  with the interim plan  in the U.S.
Court of  Appeals for the  District of  Columbia ("the Court").   In  August
1995, the Court agreed to expedite review of these adjustments. 

The FCC plans to adopt permanent rules  in 1996 to replace the interim price
cap plan following  a rulemaking proceeding. Management continues to believe
that  the FCC  should  adopt pure  price cap  regulation  and eliminate  the
productivity factor, sharing, and earnings caps.


                                     F-9








                                   <PAGE>


CPUC Revenue Rebalancing Shortfall

In September  1995, Pacific Bell  filed with  the CPUC for  $214 million  of
revenue  increases.   The request  was to  compensate Pacific  Bell for  the
revenue  shortfall that resulted from the CPUC's price rebalancing plan that
accompanied  the  official  introduction  of toll  services  competition  on
January 1, 1995.  Revenue reductions due to lower prices were intended to be
offset by other  price increases and by increased network usage generated by
the lower prices.  Demand  growth as a result of local toll price reductions
fell far  short of  the level  anticipated by the  CPUC.   As a  result, the
revenue neutrality intended by the CPUC was not achieved.  Management cannot
predict the outcome of this matter.

CPUC Regulatory Framework Review

In December 1995, the CPUC  issued an order in Phase I of its  review of the
regulatory  framework  in  California.  The   order  suspended  use  of  the
"inflation minus productivity" component  of the price cap formula  for 1996
through 1998.   This action freezes the price caps on most of Pacific Bell's
regulated services for three  years except for adjustments due  to exogenous
costs or price changes approved through the  CPUC's application process.  In
January 1996,  the CPUC began Phase II of  its review which will examine the
continued applicability of earnings  caps, sharing, procedures for modifying
rules after  full  competition, and  other  items. Management  continues  to
believe that the CPUC should adopt pure price cap regulation and permanently
eliminate sharing, earnings  caps, and all other  vestiges of rate-of-return
regulation.

PSCN Regulatory Review

On April 24,  1995, the  PSCN issued a  rule redesigning  telecommunications
regulation  in  the  state of  Nevada.    This  rule  includes many  reforms
initiated  by an industry coalition which includes Nevada Bell, Nevada IECs,
and  other Nevada LECs.   The rule  includes compromises reached  with other
parties,  including  the cable  industry and  the  state Office  of Consumer
Advocate.  The new rule  will remove barriers to toll and  local competition
in Nevada  but will also allow Nevada Bell to keep any productivity gains by
eliminating  the  current  customer sharing  provision.    The  new plan  is
optional and will require a  rate case to determine initial pricing.   After
adoption,  pricing  flexibility  is  based  on the  nature  and  competitive
environment of  the service.  Prices  for basic service are  capped during a
three-  or five-year period  at Nevada Bell's  election.  The  plan does not
prohibit  or  require  presubscription   and  allows  interconnection  where
technologically feasible.   Management anticipates a  complete rate redesign
as  part of a  rate case which  it will file  in first quarter  of 1996, for
rates effective  in the latter part  of 1996 when the  current plan expires.
Management  cannot predict the outcome  of the proceeding  but believes that
competition and increased  productivity will result in  price reductions for
customers.







                                    F-10








                                   <PAGE>


Local Services Competition

In December 1995,  the CPUC  issued rules concerning  local exchange  market
competition.   The  CPUC  authorized 30  other facilities-based  competitive
local carriers ("CLCs") to begin providing local phone service in California
beginning January 1, 1996.  The new rules provide for interconnection of the
CLCs' networks to Pacific Bell's networks.  All CLCs must  provide access to
emergency services.  For the first time, Pacific Bell and GTE California are
able to compete in each other's territory.

The CPUC has  also announced that competitors who lease  lines from LECs for
resale will  be able  to offer local  telephone service  beginning in  March
1996.   In February 1996, a CPUC  Administrative Law Judge issued a proposed
decision specifying  terms  and  conditions  for resale  competition.    The
proposed  decision  sets wholesale  prices  for  certain  services about  17
percent below retail prices.   Wholesale basic residential service  would be
priced 10  percent below  retail  prices, both  of which  are below  Pacific
Bell's costs since basic residential service is subsidized.

In  November 1995, Pacific Bell and MFS Communications Company, Inc. reached
agreement  on  terms  and  conditions   for  the  interconnection  of  their
respective  networks and  for the  use of  Pacific Bell's  local lines.   In
January 1996,  Pacific Bell reached  an interconnection agreement  under the
CPUC's December 20,  1995, preferred framework with  Teleport Communications
Group.

The CPUC  expects  to resolve  remaining issues  and issue  final rules  for
implementing competition  in  all California  telecommunications markets  by
January  1, 1997.  Issues  to be finalized  include LEC pricing flexibility,
LEC provisioning and pricing of  essential network functions to competitors,
presubscription, the price of interim number portability, universal service,
and final resale terms and conditions. 

Management  supports  the  expansion  of  local  telephone  competition  and
believes that all  markets should be open to all  competitors under the same
rules at the same time.  Management  is also concerned that the final  local
competition rules may not provide Pacific Bell with an opportunity to earn a
fair  rate-of-return.   Pacific Bell  has filed  testimony showing  that the
effect  of the CPUC's proposed final local competition rules, taken together
with  possible unfavorable  decisions  on other  pending regulatory  issues,
would deprive Pacific Bell of the opportunity to earn a fair rate-of-return.
The filing shows that the proposed final local competition rules alone could
substantially  reduce   the  rate-of-return  on  Pacific   Bell's  regulated
California  operations in 1996, depending  on the outcome  of the unresolved
issues discussed above.











                                    F-11








                                   <PAGE>

Universal Service

In a December 1995 report  to the California Legislature, the  CPUC outlined
its proposal to  continue universal telephone service  as competition begins
in the local telephone market.  The CPUC proposed to define basic service as
including  the ability to place  and receive calls;  access to long-distance
carriers and  directory assistance;  free access to  emergency and  customer
services;  and other services.   The CPUC also  proposed establishing a High
Cost Voucher  Fund to  subsidize companies  serving high  cost  areas.   All
carriers  providing  local  phone  service  must  offer  adaptive  telephone
equipment  for  the  deaf and  disabled  and  reduced  "lifeline" rates  for
qualified low-income customers. 

If the  California Legislature authorizes it to proceed, the CPUC intends to
finalize the definition of basic service, establish a revenue source for the
High Cost Voucher Fund, and identify high cost areas eligible for subsidy in
June  1996.   Management believes  that universal  service issues  should be
resolved   before  resale   competition  is   authorized;  however,   resale
competition is  currently scheduled to  begin in March  1996, and the  final
decision establishing universal service funding is scheduled for July 1996.

On  the federal  level,  the Telecommunications  Act  of 1996  requires  the
establishment of a Federal State Joint Board to make  recommendations on the
definition, preservation, and advancement of universal service no later than
October 1996.   The FCC must  implement these recommendations  no later than
March  1997.     The  Telecommunications  Act   of  1996  permits   periodic
redefinition  of universal  service.    It  also  states  that  all  service
providers should contribute to the preservation and advancement of universal
service on an equitable and nondiscriminatory basis.  The Telecommunications
Act  of 1996  also states  that there should  be specific,  predictable, and
sufficient federal  and state mechanisms  to preserve and  advance universal
service.  The states may establish  their own universal service policies and
regulations provided that they  do no conflict with the  federal regulations
implemented by the FCC.

COMPETITIVE RISK 

Regulatory,  legislative  and  judicial  actions,  as  well  as  advances in
technology, have expanded the types of available communications products and
services and the number of companies offering such services.   Various forms
of  competition are  growing steadily  and are already  having an  effect on
Pacific Bell's earnings.  An  increasing amount of this competition  is from
large  companies  with  substantial  capital,  technological, and  marketing
resources.  Currently,  competitors   primarily  consist  of   interexchange
carriers,  competitive access  providers, and  wireless companies.   Pacific
Bell also faces competition from cable television companies and others. 











                                    F-12








                                   <PAGE>


Effective January 1,  1995, the CPUC  authorized toll services  competition.
In May 1995, the CPUC required  Pacific Bell to permit Centrex customers who
purchase certain optional routing  features to route local toll calls to the
carrier of their choice.  Management  estimates that Pacific Bell lost about
five to six  percent of the total local toll  services market to competitors
in  1995.   Management  further  estimates that,  as  a  result of  official
competition  and unofficial competitive losses  in prior years, Pacific Bell
currently serves less than 60 percent of the business toll market.  The CPUC
also ordered Pacific Bell to  offer expanded interconnection to  competitive
access providers.   These competitors  are allowed to  carry the  intrastate
portion of long-distance and local toll calls between Pacific Bell's central
offices  and  long-distance carriers.    As  a  result of  the  CPUC  order,
competitors may choose  to locate  their transmission  facilities within  or
near Pacific Bell's central offices.

Effective  January 1, 1996, the  CPUC authorized local exchange competition.
The CPUC approved  30 companies, including large  and well-capitalized long-
distance  carriers,  competitive  access  providers,  and  cable  television
companies  to  begin providing  local phone  service  in California.   These
companies are prepared  to compete in major local exchange  markets and many
have  already deployed  switches or  other facilities.   In  addition, cable
television companies currently have wires which pass more than 90 percent of
Pacific Bell's  residential customers and  have already announced  plans for
major build-outs  to compete in the  local exchange market.   All of Pacific
Bell's  customers have  already chosen  a long-distance  company,  and these
companies have established  widespread customer awareness through  extensive
advertising campaigns over several years.

Local exchange competition may  affect toll and access revenues,  as well as
local  service revenues,  since customers  may select  a competitor  for all
their  telecommunications services.    Local exchange  competition may  also
affect other service revenues as Pacific Bell Directory will have to acquire
listings  from other  providers for  its  products, and  competing directory
publishers  may  ally  themselves with  other  telecommunications providers.
Management estimates the CPUC's proposed final local competition rules alone
could substantially  reduce the  rate-of-return on Pacific  Bell's regulated
California  operations  in  1996,  depending  on  the  outcome  of   certain
unresolved issues in the local competition rules proceeding.

The  unique  characteristics  of the  California  market  make Pacific  Bell
vulnerable to  competition. Pacific  Bell's business and  residence revenues
and  profitability  are highly  concentrated among  a  small portion  of its
customer  base and geographic areas.   Competitors need  only serve selected
portions of Pacific  Bell's service area to compete for  the majority of its
business and residence usage revenues.  High-margin  customers are clustered
in  high-density areas  such  as  Los Angeles  and  Orange County,  the  San
Francisco Bay Area, San  Diego, and Sacramento. Competitors are  expected to
target the high-usage, high-profit customers.








                                    F-13








                                   <PAGE>


In  Nevada, the PSCN   issued a  rule opening  the local exchange  market to
competition.   It includes requirements that the LECs allow interconnection,
unbundling,  interim number  portability  and resale,  although open  issues
remain as to  resale terms and conditions, LEC wholesale  pricing, terms and
conditions  of unbundled services, and presubscription.   Although there are
no open dockets on these issues at present, such dockets are expected in the
1996 to 1997 time frame.  At least one long-distance  provider has requested
resale  of  certain  custom  calling services  and  two  competitive  access
providers have entered the  Northern Nevada market, with the  express intent
of providing an alternative basic business service to high-margin customers.
Further, long-distance carriers can now transport toll calls both within and
between  service areas,  and  there  is  evidence  that  such  transport  is
increasing at a rapid rate.  As in California, Nevada Bell's market  is also
vulnerable to competition and  competitors are expected to target  the high-
usage,   high-profit  customers.     These   customers  are   geographically
concentrated in the Reno/Sparks metropolitan area and business parks.

Management believes that all markets should be open to all competitors under
the same rules at the same  time, and that a truly open competitive  market,
in which  the Corporation can compete without restrictions, offers long-term
opportunity to build the business.



































                                    F-14








                                   <PAGE>

RESULTS OF OPERATIONS

The  following discussions and data  summarize the results  of operations of
the Corporation  for the periods 1995 compared to 1994, and 1994 compared to
1993.  The  Corporation's previous  interests  in the  operating  results of
wireless operations that were spun off  to shareowners on April 1, 1994, are
classified separately as "spun-off operations" in the accompanying financial
statements.  (See Note B - "Spun-off Operations" on page F-49.) The spun-off
operations  are  excluded from  the  Corporation's  results from  continuing
operations.
                                                 %                 %
Operating Statistics**                1995  Change     1994   Change    1993
- ----------------------------------------------------------------------------
Capital expenditures ($ millions).   2,961    75.8    1,684    -10.7   1,886
Total employees at December 31....  48,889    -5.2   51,590     -6.8  55,355
Telephone Companies' employees 
  at December 31*.................  45,413    -6.2   48,404     -7.8  52,525
Telephone Companies' employees per
  ten thousand access lines*......    28.8    -8.9     31.6    -10.5    35.3
- ----------------------------------------------------------------------------
*    Excludes  Pacific Bell  Directory and  Pacific Bell  Mobile Services   
     employees.
**   Continuing operations.

The Corporation  reported a loss  of $2,312  million for 1995,  or loss  per
share  of $5.43.    The  reported  loss  is due  primarily  to  a  non-cash,
extraordinary  charge   to  net   income  during   third  quarter   1995  of
$3.4 billion, after taxes, or $7.89 per share.  The charge resulted from the
discontinued  application by  the Corporation's  Pacific Bell  subsidiary of
special accounting  rules for entities subject to traditional regulation and
its change to the general accounting rules used by competitive enterprises.

Revenue  shortfalls also  contributed to  the decline  in earnings.   Demand
growth as a result of the January 1995  local toll price reductions fell far
short of  the level  anticipated by  the  CPUC.   As a  result, the  revenue
neutrality  intended by the CPUC's price rebalancing order was not achieved.
Price cap revenue reductions ordered by the CPUC and the FCC further reduced
earnings. Additional  pressure on  earnings resulted from  incremental labor
expense associated with the severe storms in 1995.  Pressure on earnings was
mitigated by the Corporation's continuing cost containment initiatives.

The Corporation's  1994 earnings and  earnings per  share, excluding  income
from spun-off  operations, increased  $2.7 billion and  $6.38, respectively.
1993 results were  reduced by after-tax  charges of  about $2.7 billion  for
adopting  new accounting  rules, restructuring  charges, and  other one-time
items.  Results for 1994  included an after-tax charge of about  $29 million
due to  a CPUC  refund order  related to Pacific  Bell's payment  processing
system. 









                                    F-15








                                   <PAGE>


Management expects that earnings  may increase slightly in 1996  compared to
1995 earnings excluding the extraordinary item.  Any increase, however, will
be  significantly dependent  on pending  regulatory decisions  regarding the
terms and conditions  for local competition, and the amount  of market share
loss  as  competition continues  to  grow.  Management anticipates  earnings
dilution   from  the  development   of  new  markets   and  increased  local
competition,  but  believes that  the  California economy  will  continue to
improve and that cost controls will  continue to succeed.  (See "Develop New
Markets" on page F-7 and "Local Services Competition" on page F-11.)  In the
long-term, stimulated  usage of the core telephone  networks, development of
new  markets, and the continued  expansion of the  California economy should
provide opportunity for stronger earnings.

Volume Indicators
- -----------------
                                                  %                % 
                                       1995  Change     1994  Change    1993
- ----------------------------------------------------------------------------
Switched access lines at Dec. 31
 (thousands).......................  15,782     3.0  *15,315     3.0  14,873
   Residence.......................   9,876     2.1   *9,677     2.2   9,467
   Business........................   5,692     4.9   *5,426     4.3   5,201
   Other...........................     214     0.9     *212     3.4     205

 ISDN access lines at Dec. 31
  (thousands, included in above)         53   130.4       23    91.7      12

 Interexchange carrier access
  minutes-of-use (millions)........  59,193    10.7   53,486     7.7  49,674
   Interstate......................  32,774     3.7   31,604     8.0  29,265
   Intrastate......................  26,419    20.7   21,882     7.2  20,409

 Toll messages (millions)..........   4,819     8.0   *4,460     4.9  *4,251
 Toll minutes-of-use (millions)....  14,547     4.1   13,980     1.3  13,795

Voice mailbox equivalents at Dec. 31
  (thousands)......................   1,453    27.0    1,144    31.0     873

Custom calling services at Dec. 31
  (thousands)......................   7,321     8.4    6,752     9.0   6,195
- ----------------------------------------------------------------------------
*  Restated.

The total  number of access lines in  service at December 31,  1995, grew to
15,782 thousand,  an increase of 3.0  percent for the year,  the same growth
rate  as 1994.  The growth rate in  business access lines was 4.9 percent in
1995, up from  4.3 percent  in 1994.   The growth  in business access  lines
reflects  increased employment  levels in  California.   The number  of ISDN
lines in service grew to 53 thousand,  an increase of 130.4 percent for  the
year,  as  customers  increased   telecommuting  and  demanded  faster  data
transmission and Internet access.   The residential access line  growth rate
declined  to 2.1 percent  for 1995,  from 2.2  percent in  1994.   The lower
residential growth rate compared  to the business growth rate  reflects weak
residential construction in California. 


                                    F-16








                                   <PAGE>

Access   minutes-of-use  represent   the  volume   of  traffic   carried  by
interexchange carriers over the Telephone Companies' local networks.   Total
access  minutes-of-use for  1995 increased by  10.7 percent over  1994.  The
increase  in access  minutes-of-use was  primarily attributable  to economic
growth and  the effect  of toll  services competition.   In  California, the
official introduction of toll  services competition in January 1995  had the
effect  of increasing  intrastate  access minutes-of-use.   This  phenomenon
occurs  because  Pacific Bell  provides  access service  to  competitors who
complete local toll calls over Pacific Bell's network.

Toll messages and minutes-of-use are comprised of Message Telecommunications
Service  and Optional  Calling  Plans ("local  toll")  as well  as WATS  and
terminating  800  services.    In 1995,  toll  minutes-of-use  increased  by
4.1 percent  compared to an increase of 1.3  percent for 1994.  The increase
was  driven primarily  by  economic growth  as  well as  lower  prices.   In
California on January 1, 1995,  Pacific Bell lowered the price of  its local
toll services by an average of 40 percent.  Pacific Bell also began offering
new discount calling plans.   Residential customers receive an  automatic 15
percent  off  toll charges  above five  dollars  per month  while businesses
receive an automatic 20 percent off toll charges over $15 per  month.  High-
volume  customers can  receive  even  larger  discounts.    Price  decreases
stimulated  demand  slightly  but the  increase  fell  far  short of  levels
predicted in the CPUC's order. 

For  a discussion  of voice mail  products and custom  calling services, see
page F-6 under "Retain and Expand Existing Markets."

A  growing California economy should  allow current volume  growth trends to
continue into 1996.  However, this may be completely or  partially offset by
competitive losses  due to  the CPUC's  authorization  of local  competition
beginning January 1, 1996.

Operating Revenues
- ------------------

($ millions)                         1995   Change    1994   Change     1993
- ----------------------------------------------------------------------------
Total operating revenues......     $9,042    -$193  $9,235      -$9   $9,244
                                             -2.1%                -
- ----------------------------------------------------------------------------

Revenues were reduced  from 1994 primarily because demand growth as a result
of lower prices was less than assumed in the CPUC-ordered price rebalancing.
Revenues were also reduced  because of price cap revenue  reductions ordered
by the CPUC and FCC under  incentive-based regulation as well as the effects
of toll services competition.











                                    F-17








                                   <PAGE>


Effective January  1, 1995,  the  CPUC allowed  long-distance companies  and
others  to  officially compete  with Pacific  Bell  in providing  local toll
services in California.   That decision also rebalanced  prices for most  of
Pacific  Bell's  regulated  services  so  that  Pacific  Bell  could  remain
competitive in the  new environment.  The CPUC intended  this decision to be
initially revenue  neutral.  Revenue reductions  due  to lower  prices  were
intended  to be  offset by  other price increases  and by  increased network
usage generated by  the lower  prices. Although Pacific  Bell observed  some
increased  usage  during  1995,  calling  volumes  were   far  below  levels
forecasted by the  CPUC and far  below levels  necessary to achieve  revenue
neutrality.
 
The decreases in total  operating revenues from price rebalancing  and price
cap orders  were partially offset  by a net  increase in customer  demand of
$324 million.   Comparative revenues  were also increased  by a CPUC-ordered
refund  of $27  million in  the second  quarter of  1994 related  to Pacific
Bell's payment processing system.

Primary factors affecting revenue changes are summarized below:
                                                                       Total
                                                Price                 Change
                                       Price      Cap        Customer   from
($ millions)                     Rebalancing   Orders   Misc.  Demand   1994
- ----------------------------------------------------------------------------
Local service.......................    $379    -$125     $79    $ 27   $360
Network access:
 Interstate.........................      20      -46      75      75    124
 Intrastate.........................    -213      -17       3     204    -23
Toll service........................    -616      -48     -53     -57   -774
Other service revenues..............      15       -1      31      75    120
                                       -----    -----   -----   -----  -----
Total operating revenues............   -$415    -$237    $135    $324  -$193
============================================================================

Local service revenues include basic monthly service fees and usage charges.
Fees and charges for custom calling services, coin phones, installation, and
service connections  are also included  in this  category.  The  $27 million
increase  in customer  demand for  local service  is the  result of  the 3.0
percent growth  in access lines and the 8.4 percent growth in custom calling
services,  such  as  call waiting,  generated  by  the  improved economy  in
California. 

Network access  revenues reflect  charges to  interexchange carriers and  to
business and  residential customers for  access to the  Telephone Companies'
local  networks.   The  $75 million  increase  in interstate  network access
revenues  due to  customer demand  reflects increased  interexchange carrier
access minutes-of-use, as well  as increased access lines.  The $204 million
demand-related increase in intrastate  network access revenues also resulted
from  growth  in  access minutes-of-use.    At  Pacific  Bell, the  official
introduction of competition in the local toll market in January 1995 had the
effect of increasing access usage revenues.





                                    F-18








                                   <PAGE>


Toll service revenues  include charges for  local toll as  well as WATS  and
800 services within  service area  boundaries.   The  decreases in  customer
demand-related toll service revenues primarily result from competition.  The
Telephone Companies  have lost  and continue  to lose  WATS and  800 service
business to  interexchange carriers who  have the  competitive advantage  of
being able to  offer these services  both within and between  service areas.
Management  estimates that  Pacific  Bell lost  an  additional five  to  six
percent of the local toll services market to competitors in 1995.  Partially
offsetting  these reductions  were increased  usage revenues  resulting from
general economic growth and lower prices.

Other  service revenues are generated  from a variety  of services including
directory  advertising,  information  services, and  billing  and collection
services  provided by the Telephone  Companies.  Other  service revenues for
1995 include an  increase in information service revenues of  $35 million at
Pacific Bell, chiefly due  to the  success of its  business and  residential
voice mail products.   Voice mailbox equivalents at the  Telephone Companies
increased 27 percent in 1995.

In  1994, total operating revenues decreased $9 million from 1993 reflecting
$119  million of revenue  reductions ordered by  the CPUC and  the FCC under
price cap  regulation.  In  addition, revenues were  reduced by  $56 million
because of  accruals  at  the  Telephone Companies  for  sharing  interstate
earnings with  customers.  Revenues also  were reduced due to  a $27 million
CPUC refund order related to Pacific Bell's payment processing system, and a
July 1994 CPUC decision which increased the productivity factor of the price
cap formula from 4.5 percent to 5.0 percent.  The higher productivity factor
reduced revenues $19 million.  These and other miscellaneous reductions were
partially  offset by  $265  million of  revenue  increases due  to  customer
demand.

Looking ahead, in addition  to the effects of local services  competition on
Pacific  Bell's revenues in 1996, the  FCC's annual access charge order that
took  effect  August 1,  1995, required  the  Telephone Companies  to reduce
revenues about $126 million annually.

Operating Expenses
- ------------------

($ millions)                           1995  Change    1994   Change    1993
- ----------------------------------------------------------------------------
Total operating expenses......       $7,031    -$10  $7,041  -$1,541  $8,582
                                              -0.1%           -18.0%
- ----------------------------------------------------------------------------












                                    F-19








                                   <PAGE>


The decrease in total operating expenses for 1995 reflects the Corporation's
continuing cost  reduction efforts and  reduced settlements expense.   These
decreases  were  largely offset  by  increased  depreciation expense,  costs
resulting from severe  storm damage  in early 1995,  and increased  software
expenses.  Primary factors affecting expense changes are summarized below.

                           Pacific Bell Expenses                      Total
                         (excluding subsidiaries)                       PTG
                   ----------------------------------------   Other  Change
                      Salaries  Employee   Settle-              PTG    from
($ millions)           & Wages  Benefits     ments  Misc.  Entities    1994
- ---------------------------------------------------------------------------
Cost of products and
  services.............   -$21      -$38      -$79   $ 50       $ 7    -$81
Customer operations and 
  selling expenses.....    -23       -17         -     -2        23     -19
General, administrative,
  and other expenses...    -41         4         -      -        49      12
Property & other taxes.      -         -         -      1         -       1
Depreciation and
  amortization.........      -         -         -     69         8      77
                        ------    ------    ------ ------    ------  ------
Total operating
  expenses.............   -$85      -$51      -$79   $118       $87    -$10
===========================================================================

At Pacific Bell, excluding subsidiaries,  salary and wage expense  decreased
$85 million  in 1995, primarily as a result  of a net workforce reduction of
3,114  employees.   The  effect of  Pacific Bell's  declining workforce  was
partially offset in 1995 by increased  overtime for storm and flood  repairs
and by  a $29 million increase  related to  higher compensation rates.   The
Corporation's  salary  and  wage expense  was  $2,215  million  for 1995,  a
decrease  of $56  million  from 1994.   Management  expects salary  and wage
expense to decline further in 1996 due to continued force reduction programs
(see "Status of Reserves" on page F-24).

At Pacific Bell, excluding subsidiaries, employee benefits expense decreased
$51 million primarily  due to  the Corporation's ongoing  health care  cost-
reduction efforts  and Pacific Bell's  continued  force reduction  programs.
The Corporation's employee  benefits expense  was $660 million  for 1995,  a
decrease of $36  million from  1994.  Management  expects employee  benefits
expense to  decline further  in 1996  due to  the continued  force reduction
programs and changes in actuarial assumptions.

Decreases in salaries and  wages and employee benefits expense  forecast for
1996  will  be  partially offset  by  increases  associated  with new  labor
agreements  at the Telephone Companies.   The new  agreements were effective
August 1995 and feature a  10.5 percent wage increase, a 14  percent pension
increase,  and  other  increased  benefits  over three  years.    Management
estimates  that   the  agreements  will   result  in   increased  costs   of
approximately $550 million over three years.  This estimate does not include
savings that may result from the continued force reduction programs.




                                    F-20








                                   <PAGE>


Pacific Bell's settlements expense  for 1995 decreased primarily due  to the
CPUC-ordered price  rebalancing, which eliminated  reimbursements to certain
other local exchange carriers for calls terminating in their territories.

Pacific  Bell's  miscellaneous  cost  of  products  and  services  increased
primarily due to increased software purchases in 1995.

At  Pacific Bell,  excluding  subsidiaries,  depreciation expense  increased
$69 million  in 1995 primarily due  to higher depreciation  rates ordered by
the CPUC  effective January  1,  1995, and  higher telecommunications  plant
balances.  The Corporation's  depreciation  expense was  $1,864 million  for
1995,  an  increase  of $77  million  from 1994.    Depreciation  expense is
expected  to  increase  in  1996  due  to  the  continuing  upgrade  of  the
Corporation's core  telecommunications networks.  (See  "Upgrade Network and
Systems Capabilities" on page F-5.)

The  Corporation's  other  entities'   general  and  administrative  expense
increased in 1995 primarily due to non-recurring software expenses.

The  decrease   in  total  operating  expenses  for  1994  reflects  pre-tax
restructuring  charges   recorded  in  1993  by   the  Corporation  totaling
$1,431 million.  The largest  of the restructuring charges was  to recognize
the  incremental cost of force reductions  associated with the restructuring
of Pacific Bell's internal business processes through 1997.  (See "Status of
Reserves" on page F-24.)

In  1994,  the  Corporation's salary  and  wage  expense  of $2,271  million
decreased $110 million  from 1993  reflecting a net  workforce reduction  at
Pacific  Bell of  about  3,800 employees  and  decreased overtime  primarily
because of extensive  storm repairs  necessary in 1993.   The  Corporation's
employee benefits expense  for 1994  of $696 million  decreased $97  million
from 1993 primarily due to Pacific Bell's workforce reduction program.

Depreciation expense in 1994 was $1,787 million, an increase of $51  million
from 1993 due to higher  telecommunications plant balances, a change  in the
composition  of the  Corporation's plant,  and increased  depreciation rates
prescribed by regulators.

Interest Expense
- ----------------
                                                       %             %
($ millions)                                1995  Change  1994  Change  1993
- ----------------------------------------------------------------------------
Interest expense:
  Long-term debt.......................     $382    -9.7  $423    -6.0  $450
  Short-term debt......................       21   320.0     5   -72.2    18
  LESOP trust..........................       23    21.1    19    -5.0    20
  Other obligations....................       16   100.0     8   -61.9    21
                                            ----          ----          ----
Total..................................     $442    -2.9  $455   -10.6  $509
============================================================================





                                    F-21








                                   <PAGE>


Interest expense  decreased  in 1995  primarily  due to  a  decrease in  the
balance of long-term debt from  1994 and interest expense associated  with a
CPUC  refund  order  in 1994.    These  decreases were  partially  offset by
interest   expense  associated   with   increased   short-term   borrowings,
adjustments on capital leases and the completion of amortization of gains on
certain investments.   Interest expense in 1996  is expected to decrease due
to  the reclassification  of interest  during construction  from an  item of
miscellaneous  income to a reduction in interest expense associated with the
discontinuance of  Statement of Financial Accounting  Standards No. ("SFAS")
71, "Accounting for the Effects of Certain Types of Regulation."   (See Note
C - "Discontinuance of Regulatory Accounting - SFAS 71" on page F-51.)

The  decrease  in interest  expense  for 1994  reflected  reduced borrowings
primarily  because long-term debt levels were temporarily higher in 1993 due
to  time-lags between new debt  issuances and the  retirements of refinanced
amounts.   In  addition, interest  expense decreased  in 1994  due to  lower
interest rates resulting from  refinancings in 1993.  Interest  expense also
decreased on  short-term  borrowings and  other obligations  due to  reduced
short-term borrowings in  1994 and  interest from a  CPUC-ordered refund  in
1993, respectively.   Interest expense  on other obligations  was offset  by
interest expense related to a CPUC late payment charges decision in 1994.

Miscellaneous Income
- --------------------

($ millions)                                1995  Change  1994  Change  1993
- ----------------------------------------------------------------------------
Miscellaneous income..........               $42    -$13   $55      $7   $48
                                                  -23.6%         14.6%
- ----------------------------------------------------------------------------

Miscellaneous  income decreased  in  1995 primarily  due  to equity  losses,
mainly  at TELE-TV, and bond redemption costs associated with Pacific Bell's
redemption of debentures  (see "Liquidity and  Financial Condition" on  page
F-26).   These  decreases  were  partially  offset  by  interest  income  of
approximately $30 million from tax refunds received in 1995 related to prior
years and unrealized gains  on trust assets under an  executive compensation
deferral plan.   These unrealized gains will fluctuate over  time and may be
offset by unrealized  losses depending on market  conditions.  Miscellaneous
income is expected to decrease in 1996 primarily due to dividends associated
with Trust Originated Preferred Securities (see Note N - "Subsequent Events"
on page  F-70) and an increase  of equity losses at  TELE-TV associated with
start-up costs.  In addition, miscellaneous income  will decrease due to the
reclassification   of  interest   during  construction   from  an   item  of
miscellaneous  income to a reduction in interest expense associated with the
discontinuance of SFAS 71.

Net miscellaneous income in 1994 increased in comparison to the 1993 amount,
which  had included increased  debt refinancing costs at  Pacific Bell.  The
increase in  miscellaneous income was  partially offset by  reduced interest
income earned on intercompany advances to the spun-off operations which were
repaid in 1993.  (See Note K - "Related Party Transactions" on page F-67.)  




                                    F-22








                                   <PAGE>


Income Taxes
- ------------

($ millions)                                1995  Change  1994  Change  1993
- ----------------------------------------------------------------------------
Income taxes...........................     $563    -$95  $658    $648   $10
                                                  -14.4%             -
Effective tax rate (%).................     34.9          36.7           5.0
- ----------------------------------------------------------------------------

The decrease  in income tax expense for 1995 was primarily due to lower pre-
tax income and tax refunds received in 1995.

The  increase in  income taxes  for 1994  reflects the  Corporation's higher
pre-tax  income.   The  amount of  investment  tax credit  amortization  and
reversals  of fixed asset  related items  in relation  to the  lower pre-tax
income for 1993 contributed to the reduced 1993 effective tax rate.

Extraordinary Item
- ------------------

The Telephone Companies historically have accounted for the economic effects
of regulation in accordance with the provisions of SFAS 71.   Under SFAS 71,
the  Telephone  Companies  have  depreciated  telephone  plant  using  lives
prescribed by regulators and,  as a result of  other actions of  regulators,
have  deferred   recognizing  certain  costs  or   have  recognized  certain
liabilities   (referred  to   as   "regulatory   assets"   and   "regulatory
liabilities").

Effective  third  quarter 1995,  management  determined  that, for  external
financial reporting purposes, it  is no longer appropriate for  Pacific Bell
to continue to use the special SFAS 71 accounting rules for entities subject
to traditional regulation.   Management's decision to change to  the general
accounting  rules  used   by  competitive  enterprises  was  based  upon  an
assessment of the  emerging competitive environment in  California.  Pacific
Bell's prices for its products and services are being driven increasingly by
market forces instead of regulation.

The  discontinued application of SFAS 71 required Pacific Bell, for external
financial  reporting  purposes, to  write down  the  carrying amount  of its
telephone plant and  to eliminate its regulatory assets and liabilities.  As
a  result, the Corporation recorded in 1995 a non-cash, extraordinary charge
of $3.4 billion,  or $7.89 per share, which is net  of a deferred income tax
benefit of  $2.4 billion.   The telephone  plant write-down  portion of  the
charge   reflects  a   pre-tax  increase   in  Pacific   Bell's  accumulated
depreciation of  approximately $4.8  billion to recognize  shorter estimated
lives in a  competitive market.   The extraordinary  charge also includes  a
pre-tax adjustment  of $962 million  to eliminate Pacific  Bell's regulatory
assets and liabilities.  The discontinuance of SFAS 71 for  Pacific Bell was
made  in accordance  with SFAS  101, "Accounting  for the  Discontinuance of
Application  of FASB  Statement  No. 71."    The Corporation's  Nevada  Bell
subsidiary continues  to apply SFAS 71  accounting.  If Nevada  Bell were to
discontinue SFAS 71,  the financial impact would not have  a material effect
on  the  Corporation's earnings.    (See also  Note C  -  "Discontinuance of
Regulatory Accounting - SFAS 71" on page F-51.)

                                    F-23








                                   <PAGE>

In  future  years, the  discontinuance of  SFAS 71  by  Pacific Bell  is not
expected to  materially affect  the Corporation's depreciation  expense, net
income,  or cash  flow. This action  will not affect  Pacific Bell's planned
network investments.  The discontinuance  of SFAS  71 by  Pacific Bell is  a
change  for external  financial  reporting only  and has  no  effect on  its
customers.

Cumulative Effect of Prior Year Accounting Changes
- --------------------------------------------------

Effective  January 1,  1993, the Corporation  adopted SFAS  106, "Employers'
Accounting for Postretirement Benefits  Other than Pensions," and SFAS  112,
"Employers' Accounting for Postemployment  Benefits." These rules required a
change from  the cash to the  accrual method of accounting  for these costs.
The  cumulative  effects  of applying  the  new  rules to  prior  years were
recognized during 1993 by one-time non-cash charges applicable to continuing
operations  totaling $1.724 billion. The charges  are net of deferred income
tax benefits of  $1.155 billion.  Pacific Bell's higher  annual costs  under
SFAS 106 have been partially recovered through increased revenues granted by
regulators  of approximately $100 million  for each of  the years 1993-1996.
The  Corporation's higher  SFAS  106  costs  have  not  materially  affected
reported earnings for the  years 1993-1995. However, a CPUC order  held that
related  revenues collected after October  12, 1994, are  subject to refund.
(See "Revenues Subject to Refund" on page F-32.) The annual periodic expense
under  SFAS 112  does not  differ materially  from  expense under  the prior
method.

Adoption of New Accounting Standards
- ------------------------------------

Under  SFAS 123,  "Accounting for  Stock-Based Compensation,"  companies are
required to provide new disclosures about  stock options based on their fair
value at  the date  of the  grant. This  new rule is  required in  financial
statements  for fiscal  years beginning  after December  15, 1995.  SFAS 123
provides for an option  to disclose pro-forma effects of  stock compensation
on  net income  and  earnings  per share  or  charge stock  compensation  to
earnings. The  Corporation intends to adopt  the disclosure-only alternative
in its December 31, 1996 consolidated financial statements.

Status of Reserves
- ------------------

In prior  years, the  Corporation has  established a  number of  reserves to
record the effects of  discontinuing and restructuring certain parts  of its
business.

In  1991, a $203 million reserve was  established for the cost of management
force reduction programs through  1994. A balance of $77 million remained at
the end  of 1993. An  additional $1,020  million reserve was  established in
December  1993 to record the incremental cost of force reductions associated
with  restructuring Pacific  Bell's  business processes  through 1997.  This
restructuring  was expected  to allow  Pacific Bell  to eliminate  more than
14,000 employee  positions from  1994  through 1997.  After considering  new
positions  expected  to  be  created,   a  net  reduction  of  approximately
10,000 positions  was anticipated.  Pacific  Bell also  expects to  relocate
approximately 10,000 employees as it consolidates business offices, network 

                                    F-24








                                   <PAGE>

facilities, installation and collection centers, and other operations.

Pacific  Bell's  gross  force   reductions  under  the  restructuring  plan,
excluding  subsidiaries, totaled 4,187 employees in 1995.  Total gross force
reductions  for the  first two  years of  the plan,  1994 and  1995, totaled
10,039.  Net force reductions were 3,114 for 1995 and 7,242 for the two-year
period 1994  and 1995.   Management now  believes both total  gross and  net
force reductions through 1997 are likely to exceed its original forecasts.

Annual cash savings are expected to  reach approximately $1 billion when the
restructuring  is  completed.     In  1995,  expense  savings  due   to  the
restructuring totaled  approximately $500 million primarily  from savings in
labor costs due to cumulative force reductions since restructuring began.

Charges  to the restructuring reserve in 1995 totaled $591 million including
$219  million  for the  cost through  1997  of enhanced  retirement benefits
negotiated  in the  1995 union  contracts.   These costs  will be  paid from
pension fund assets and do not require current outlays of  the Corporation's
funds.  Because the  cost of enhanced retirement benefits  was recognized in
full  in 1995,  charges to the  restructuring reserve  in 1996  and 1997 are
expected to  be approximately $100  million less  in each of  the respective
years than the original forecast.
 
Other reserves were recorded in 1993, 1992, and 1990 related to the spun-off
operations and the  Corporation's withdrawal from, or restructuring  of, its
real estate, cable,  and customer premises equipment businesses.  Management
believes the $98  million balance in these reserves remaining  at the end of
1995 is adequate.  (See Note D - "Restructuring Charges" on page F-53.)

The table below sets forth the status and activity of these reserves.

($ millions)                                          1995    1994     1993 
- ---------------------------------------------------------------------------
Reserve for force reductions and restructuring:
    Balance - beginning of year..................    $ 819  $1,097   $  101 
    Additions....................................        -       -    1,020 
    Charges: cash outlays .......................     -372    -216      -24 
             noncash ............................     -219     -62        - 
                                                     ----------------------
    Balance - end of year........................    $ 228  $  819   $1,097 
                                                     ======================
Other reserves:
    Balance - beginning of year..................    $ 119  $  428   $   60 
    Additions....................................        -       -      454 
    Charges: cash outlays........................       -6     -61      -86 
             noncash.............................      -15    -248        - 
                                                     ----------------------
    Balance - end of year........................    $  98  $  119   $  428 
===========================================================================








                                    F-25








                                   <PAGE>

LIQUIDITY AND FINANCIAL CONDITION

The  Corporation defines liquidity as  its ability to  generate resources to
finance  business  expansion,  construct  capital assets,  pay  its  current
obligations, and pay dividends.  The Corporation expects to continue to meet
the majority of its liquidity needs from internally generated funds, but can
also obtain  external  financing  through  the  issuance  of  common  stock,
preferred stock and short- and long-term debt, if needed.  

With increasing competition in the coming years,  the Corporation's internal
sources of  cash could be reduced  from historical levels.   Any decision to
seek debt and equity in the capital markets would have to be balanced by the
Corporation's  desire to  maintain  strong credit  ratings  as well  as  the
objective of minimizing dilution of the interests of existing shareowners.

Short-term borrowings  are available  under a commercial  paper program  and
through uncommitted  unused  lines of  credit.   These lines  of credit  are
subject to continued review by the lending banks.  At December 31, 1995, the
unused lines of credit available totaled approximately $2.7 billion.  

For  longer-term borrowings at December 31, 1995, Pacific Bell had remaining
authority  from  the  CPUC  to  issue  up  to  $1.25 billion  of  long-  and
intermediate-term debt.   The proceeds  may be used only  to redeem maturing
debt  and  to  refinance other  debt  issues.   Pacific  Bell  had remaining
authority  from   the  SEC  to  issue  up  to  $650  million  of  long-  and
intermediate-term debt through a shelf registration filed in April 1993.  In
addition, the Corporation's PacTel Capital Resources subsidiary may issue up
to  $192 million of medium-term notes  through a shelf  registration on file
with the SEC.

In  February 1996,  Pacific  Bell  issued  $250  million  of  5.875  percent
debentures due February 15, 2006.  The debentures may not  be redeemed prior
to maturity.   The proceeds from  the sale  of the debentures  were used  to
reduce short-term debt incurred to retire Pacific Bell's debentures totaling
approximately  $500 million  in December  1995.    The remaining  debentures
retired in  December 1995  were  financed by  commercial  paper and  may  be
refinanced  under the current remaining  authorities of $1  billion and $400
million from the CPUC and SEC, respectively, described above.

In November 1995, the Corporation announced plans to acquire 100  percent of
the stock  of Wireless Holdings,  Inc. and Videotron  Bay Area, Inc.,  which
hold licenses and rights to provide wireless video services.  Both are joint
ventures between  Transworld Telecommunications, Inc. ("TTI")  and Le Groupe
Videotron  Ltee.  The transaction  involves  the  exchange of  approximately
$120 million of the  Corporation's stock  for the outstanding  stock of  the
acquired  companies,  and  the  Corporation's  assumption  of  approximately
$55 million  of debt.  Closing is  expected in  second  quarter 1996  and is
subject  to a number of conditions, including regulatory and TTI shareholder
approval.  The planned  acquisition  complements the  purchase  of CCW  that
occurred in July 1995.  The Corporation acquired 100 percent of the stock of
CCW  to provide  wireless  television service  in  Southern California.  The
transaction  involved   the  exchange  of  approximately   $120  million  of
Pacific Telesis Group treasury stock,  or about 4.4 million shares,  for the
outstanding  stock  of CCW.    The  Corporation also  assumed  approximately
$55 million of CCW debt, which was retired during the third quarter of 1995.
(See "Develop New Markets" on page F-7.)

                                    F-26








                                   <PAGE>


In  October 1995, the Corporation and Pacific  Telesis Financing  I, II, and
III  filed a  shelf registration with  the SEC to  sell up to  $1 billion of
Trust  Originated Preferred Securities ("TOPrS")  to the public.   The TOPrS
are subject to a guarantee from the  Corporation.  (See Note N - "Subsequent
Events"  on page  F-70.)  An  offering of  $500 million  in TOPrS  priced at
7.56 percent was  sold in January 1996.  The proceeds were used  to pay down
commercial  paper.  Proposed changes in income tax regulations may limit the
attractiveness of future issuances.

In October 1995,  the Corporation and the  Los Angeles Times announced  that
the  two companies will discontinue  their equally owned  joint venture, ESS
Ventures.   The joint  venture was created  to explore and  offer electronic
shopping services.  The Corporation  and the Los Angeles Times  have decided
to  independently develop  their own  services.   The discontinuance  of ESS
Ventures will not have a material effect on the Corporation's earnings.

In  1995, management  decided to concentrate  deployment of  the ACN  in San
Diego and the San Francisco Bay Area, two of Pacific Bell's most competitive
markets.   Construction will be  slower than originally  planned, which will
reduce capital needs  over the next  five years by about  $1 billion.   (See
"Upgrade Network and Systems Capabilities" on page F-5.)

In September 1995,  TELE-TV, of which the Corporation  is a one-third owner,
announced  it had selected Thomson Consumer Electronics as its wireless set-
top box supplier.   The contract will include building three million set-top
boxes, valued at more than $1 billion over the course of three years. 

In June 1995,  the Corporation paid  the remaining $557 million  balance for
the two licenses it had acquired to offer PCS in California and Nevada.  The
cost of  the licenses totaled $696 million of which 20 percent had been paid
by March 1995 including a $56 million deposit made in 1994.   These payments
were  made from  a combination  of internally  generated funds  and external
financing.  The Corporation  anticipates financing the build-out of  the PCS
network,  including a  five-year $300  million agreement  with  Ericsson for
network  equipment, from  a combination  of internally  generated funds  and
external financing.

In December 1994, Pacific Bell contracted for the purchase of ACN facilities
that  incorporate  emerging  technologies.   Pacific Bell  is  committed  to
purchase  these  facilities  in  1998  if  they  meet  certain  quality  and
performance  criteria.   Under this  arrangement, the  Corporation's capital
expenditures  for  ACN  and  related long-term  financing  requirements  are
expected to be deferred until 1998.   Management expects the purchase amount
to be  less than  $1  billion in  1998, which  is  lower than  the  previous
forecast.   The Corporation intends to lease certain operational portions of
the facilities prior to 1998 during the construction period.  










                                    F-27








                                   <PAGE>


In  May 1995,  Duff and Phelps,  Inc. lowered  the rating  of Pacific Bell's
bonds  from  Double-A  (AA) to  Double-A-Minus  (AA-).    The rating  action
reflected  price  cap revenue  reductions,  toll  services competition,  and
proposed  rules on  local  services competition.    The rating  action  also
reflected the expected financing requirements of the Corporation's broadband
and PCS networks.  In addition, Moody's Investors Services, Inc. ("Moody's")
has changed its outlook on the long-term debt of Pacific  Bell to "negative"
from "stable," citing concerns about risks associated with deployment of the
broadband  network  and  potential  pressure on  the  financial  profile and
performance  of Pacific  Bell.   Moody's also  expressed concerns  about the
timetable  for the  introduction of  competition for  all telecommunications
services in California and the risk that the rules governing the competitive
environment will be unbalanced.

In  August  1995, Standard  & Poor's  Corporation  ("S&P") removed  bond and
commercial  paper ratings of the  Corporation, PacTel Capital Resources, and
Pacific  Bell from  "CreditWatch,"  where  they  were  placed  in  May  1995
following  the release by  the CPUC of  its proposed interim  rules on local
services competition.   S&P stated that the long-term rating outlook for the
above entities is negative.

The  following are  commercial  paper,  bond,  and  TOPrS  ratings  for  the
Corporation and its subsidiaries:

                                 Moody's Investors   Standard &     Duff and
                                    Services, Inc. Poor's Corp. Phelps, Inc.
                                 ----------------- ------------ ------------
Commercial Paper:
- --------------------------------------
Pacific Telesis Group.................     Prime-1          A-1            -
Pacific Bell..........................     Prime-1         A-1+      Duff 1+
PacTel Capital Resources..............     Prime-1          A-1            -

Long- and Intermediate-Term Debt:
- --------------------------------------
Pacific Bell..........................         Aa3          AA-          AA-
PacTel Capital Resources..............          A1           A+            -

TOPrS:
- --------------------------------------
Pacific Telesis Financing I, II & II..    (P) "a1"            A            -

The  above ratings reflect the views of  the rating agencies and are subject
to  change.   The  ratings should  be  evaluated independently  and are  not
recommendations to buy, sell, or hold the securities of the Corporation.  











                                    F-28








                                   <PAGE>


The  Corporation holds an equity swap contract  to hedge its exposure to the
risk of market  changes related  to its recorded  liability for  outstanding
employee  stock  options  of  the  spun-off  operations'  common  stock  and
associated stock  appreciation rights.   (See  Note H  - "Stock  Options and
Stock  Appreciation Rights" on page F-62.)  Off-balance-sheet risk exists to
the extent the  market price of  the spun-off operations' stock  rises above
the market price reflected  in the liability's current carrying  value.  The
equity swap was entered into to  hedge this exposure and minimize the impact
of  market fluctuations.    The equity  swap  itself involves  certain  off-
balance-sheet risks.  (See Note J - "Financial Instruments" on page F-65.)

Significant changes in certain balance sheet items occurred primarily due to
the discontinuance of SFAS 71.  (See Note C -  "Discontinuance of Regulatory
Accounting - SFAS 71"  on page F-51.)  Accumulated depreciation on telephone
plant  increased due to  the discontinuance  of SFAS 71.   A portion  of the
deferred income tax  benefit associated  with the SFAS  71 charge  increased
deferred charges and other noncurrent assets along with the reclassification
of  certain other  deferred taxes.   Deferred  charges and  other noncurrent
assets  also increased due to  the Corporation's investment  in PCS licenses
(see Note  A under "Intangible Assets  and Capitalized Interest" on  page F-
48).   Offsetting these increases  was the elimination  of regulatory assets
due  to SFAS  71.   Long-term  obligations  increased primarily  due to  the
elimination  of  unamortized  debt  redemption  costs  associated  with  the
discontinuance  of  SFAS 71.    Shareowners' equity  and  the  Corporation's
deferred income taxes  liability decreased due  to the extraordinary  charge
associated with SFAS 71 net of related tax benefit.

Cash From Operating Activities
- ------------------------------

($ millions)                           1995  Change    1994  Change    1993
- ---------------------------------------------------------------------------
Cash from operating activities
  of continuing operations....       $2,769   -$178  $2,947    $220  $2,727
                                              -6.0%            8.1%
- ---------------------------------------------------------------------------

The decrease in 1995 cash from operating activities of continuing operations
is primarily due  to timing differences  in the payment  of liabilities  and
lower  revenues.   The decrease  in cash  flow was  partially offset  by tax
refunds  and  associated  interest  income  of  approximately  $165  million
received in 1995.

Management is  unable to predict  the impact that  competition will  have on
cash from operating activities of continuing operations in 1996. 

The increase in 1994 cash from operating activities of continuing operations
is primarily  due to timing differences  in the payment of  accounts payable
and  other liabilities.   A $72 million reduction in  the amount of interest
paid in 1994 also contributed to the increase.






                                    F-29








                                   <PAGE>


Cash Used For Investing Activities
- ----------------------------------

($ millions)                             1995  Change   1994  Change    1993
- ----------------------------------------------------------------------------
Cash used by continuing operations  
for investing activities...........    $2,674  $1,172 $1,502   -$637  $2,139
                                                78.0%         -29.8%
- ----------------------------------------------------------------------------

Cash  used  by  continuing  operations for  investing  activities  increased
primarily due to payments  of $656 million  for PCS licenses and  associated
capitalized  interest  in 1995.   In  addition,  the increase  also reflects
investments  to   upgrade  the  core  telecommunications   network  and  the
Corporation's  1995  investments in  the  TELE-TV  joint  venture with  Bell
Atlantic and NYNEX and the recently disbanded LA Times joint venture.

In  1995, the Corporation  made capital expenditures  of about $3.0 billion.
The Corporation is continuing to reevaluate its capital program for 1996 but
currently anticipates capital  spending in  1996 to be  slightly lower  than
1995 levels.  (See "Upgrade Network and  Systems Capabilities" on page F-5.)
Pacific Bell has purchase  commitments of  about $274  million remaining  in
connection  with its  previously  announced program  for  deploying an  all-
digital switching platform with ISDN and SS-7 capabilities.

The  decrease in cash used by continuing operations for investing activities
during 1994  reflects  the Corporation's  net  cash investment  in  spun-off
operations during 1993  of $356  million which raised  the comparative  1993
amount in relation to  1994.  (See Note K - "Related  Party Transactions" on
page  F-67.)   The  decrease was  also due  partially  to delays  in capital
expenditures and the receipt of $112 million in cash in  connection with the
Corporation selling the assets of its real estate subsidiary during December
1994.  These decreases were partially offset during 1994 by the payment of a
$56 million refundable deposit for bidding on PCS licenses.

During  1994, the  Corporation sold  its remaining  cable franchises  in the
United Kingdom after selling four others in 1993.  Sales proceeds of $30 and
$49 million, respectively, in 1994  and 1993 are reflected in  cash provided
from other investing activities.

















                                    F-30








                                   <PAGE>


Cash Used For Financing Activities
- ----------------------------------

($ millions)                              1995  Change    1994  Change  1993
- ----------------------------------------------------------------------------
Cash used by continuing operations 
for financing activities.........         $154 -$1,225  $1,379    $786  $593
                                                -88.8%          132.5%
- ----------------------------------------------------------------------------

Cash  used  by  continuing  operations for  financing  activities  decreased
primarily  due  to  proceeds  from short-term  borrowings  of  approximately
$1.5 billion in 1995.   In  1994, the Corporation  substantially repaid  its
short-term borrowings during the  first half of the  year.  These  decreases
were partially offset  by the  retirement of approximately  $800 million  of
long-term  debt, which included $500 million of debentures that Pacific Bell
called for redemption in December 1995.

The  net  increase  in cash  used  by  continuing  operations for  financing
activities during  1994 reflects reduced proceeds from issuances of treasury
stock from 1993.  In 1993, treasury stock issuances of $728 million at  cost
primarily included additional equity  raised from discounted stock purchases
offered  under the  Corporation's dividend  reinvestment and  stock purchase
plan.  The additional dividends reinvested under this offer also reduced the
cash  requirements for dividend payments in 1993  in comparison to 1994.  In
addition,  the 1994  increase  in cash  used  by continuing  operations  for
financing activities reflects greater  repayments of short-term  borrowings.
During 1994 and  1993, respectively, $588 and  $473 million was used  to pay
down short-term borrowing levels.

Long-term borrowing  activity, excluding  spun-off operations,  included the
following issuances and redemptions:

                                       Interest        Maturity    Principal
($ millions)                               Rate            Date       Amount
- ----------------------------------------------------------------------------
Issuances:
    1995.....................                 -               -            -
    1994.....................             6.96%            2006       $   10
    1993.....................   6.25% to  7.50%    2005 to 2043       $2,650
Retirements:
    1995*....................  7.625% to 9.320%    1995 to 2030       $  814
    1994.....................            9.250%            2008       $   12
    1993.....................  6.125% to 9.625%    1993 to 2030       $2,624
- ----------------------------------------------------------------------------
*   Amount includes approximately  $55 million  of debt assumed  in the  CCW
    acquisition,  which  was  subsequently  retired, and  approximately  $12
    million of recall premium.

The  Corporation's debt  ratio changed to  74.1 percent  as of  December 31,
1995,  from  49.6 percent  as of  December 31,  1994,  primarily due  to the
extraordinary  charge  in  1995  which decreased  shareowners'  equity,  and
increases in net borrowings of approximately $695 million.  Pre-tax interest
coverage was negative for 1995, due to the extraordinary charge, compared to
4.9 times for 1994.

                                    F-31








                                   <PAGE>


For  1995, the Board of Directors ("the Board") maintained the Corporation's
annual dividend at $2.18 per share, the same level as in 1994 and 1993.  The
Board  continues  to monitor  the  effect  that increased  competition,  the
Corporation's  investment  strategy,   and  public  policy   and  regulatory
decisions have on its ability to maintain the dividend.  


PENDING REGULATORY ISSUES

Uniform Systems of Account ("USOA") Turnaround Adjustment
- ---------------------------------------------------------

In May  1995, Pacific Bell filed  an application with the  CPUC to eliminate
the USOA Turnaround Adjustment  effective January 1, 1995.   This Turnaround
Adjustment is  a vestige  of traditional rate-of-return  regulation and  has
been in  effect  since 1988.    Because of  the adjustment,  Pacific  Bell's
revenues have been reduced by over $23  million each year since 1988.  These
adjustments were  intended to reflect annual  revenue requirement reductions
resulting from the CPUC's adoption of a capital-to-expense accounting change
in 1988.   The  CPUC held  evidentiary hearings  in October  1995 addressing
whether the USOA Turnaround  Adjustment should be eliminated.   Pacific Bell
has  strongly recommended  that  this adjustment  be discontinued  effective
January 1,  1995,  which would  result  in a  one-time  revenue increase  to
Pacific Bell  of $23 million  for 1995.   The CPUC's  Division of  Ratepayer
Advocates  has proposed that Pacific  Bell be ordered  to permanently reduce
its  revenues by $106 million effective January 1, 1996.  Another intervenor
has  proposed that Pacific  Bell should  be ordered  to reduce  its revenues
permanently by $112 million over the next ten years and reduce  its revenues
by an additional $43  million on January 1, 1996.   It is possible  that the
CPUC could decide this  issue in the near term, and  that the decision could
have a material adverse effect on Pacific Bell.

Revenues Subject to Refund 
- --------------------------

In 1992, the CPUC  issued a decision adopting,  with modification, SFAS  106
for regulatory accounting purposes.  Annual  price cap decisions by the CPUC
granted Pacific Bell approximately $100  million in each of the years  1993-
1996 for partial recovery of higher costs under SFAS 106.  However, the CPUC
in  October 1994  reopened  the proceeding  to  determine the  criteria  for
exogenous cost treatment and whether Pacific Bell should continue to recover
these costs.   The CPUC's order  held that related revenues  collected after
October 12,  1994, are  subject  to refund  plus  interest.   These  related
revenues  totaled about  $122  million at  December  31, 1995.    Management
believes  postretirement benefits  costs  are  appropriately recoverable  in
Pacific Bell's price cap filings.  It is possible that the CPUC could decide
this issue  in the near  term, and that  the decision could  have a material
adverse effect on Pacific Bell.








                                    F-32








                                   <PAGE>


Property Tax Investigation
- --------------------------

In  1992, a  settlement agreement  was reached  between the  State Board  of
Equalization,  all  California counties,  the  State  Attorney General,  and
28 utilities,  including Pacific Bell, on a specific methodology for valuing
utility   property  for  property  tax   purposes.    The   CPUC  opened  an
investigation to determine if  any resulting property tax savings  should be
returned  to customers.    Intervenors have  asserted that  as  much as  $20
million of annual  property tax savings  should be  treated as an  exogenous
cost   reduction  in  Pacific  Bell's  annual  price  cap  filings.    These
intervenors  have also asserted that  past property tax  savings totaling as
much  as  $60  million  plus  interest  should  be  returned  to  customers.
Management believes that under the CPUC's regulatory framework, any property
tax savings  should only be  treated as  a component of  the calculation  of
shareable earnings.   In an Interim  Opinion issued in  June 1995, the  CPUC
decided to defer  a final decision on this matter  pending resolution of the
criteria for exogenous cost  treatment under its regulatory framework.   The
criteria  are  being  considered  in  a  separate  proceeding  initiated for
rehearing  of  the  CPUC's   postretirement  benefits  other  than  pensions
decision.  It is possible that the CPUC could  decide this issue in the near
term, and that the decision could have a material adverse  effect on Pacific
Bell.

SALE OF BELLCORE

In  April 1995, Bellcore  announced a decision  by its owners  to pursue the
sale of Bellcore.  Bellcore is a leading provider of communications software
and consulting  services.   It  is owned  by  Pacific Bell  and six  of  the
telephone regional holding companies formed at the divestiture of AT&T Corp.
in 1984. The owners have retained two investment banking firms in connection
with  the  proposed sale.   A  final decision  regarding the  disposition of
interests and  the structure of such a transaction has yet to be determined.
Any  transaction will  be subject  to necessary  approvals.   (See Note  Q -
"Additional Financial Information" on page F-73.)





















                                    F-33








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                    Selected Financial and Operating Data

(Dollars in millions,
except per share amounts)           1995     1994     1993     1992     1991
- ----------------------------------------------------------------------------
RESULTS OF OPERATIONS   
Operating revenues.............. $ 9,042  $ 9,235  $ 9,244  $ 9,108  $ 9,168
Operating expenses..............   7,031    7,041    8,582    7,025    7,217
Operating income................   2,011    2,194      662    2,083    1,951
Income from continuing
  operations....................   1,048    1,136      191    1,173      931
Income (loss) from spun-off
  operations....................       -       23       29      (31)      84
Cumulative effect of accounting
  changes, net of tax...........       -        -   (1,724)       -        -
Extraordinary item, net of tax    (3,360)       -        -        -        -
Net income (loss)............... $(2,312) $ 1,159  $(1,504) $ 1,142  $ 1,015
- ----------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE
Income from continuing
  operations.................... $  2.46  $  2.68  $  0.46  $  2.91  $  2.37
Income (loss) from spun-off
  operations....................       -     0.05     0.07    (0.08)    0.21
Cumulative effect of
  accounting changes............       -        -    (4.16)       -        -
Extraordinary item..............   (7.89)       -        -        -        -
Net income (loss)............... $ (5.43) $  2.73  $ (3.63) $  2.83  $  2.58
- ----------------------------------------------------------------------------
OTHER FINANCIAL AND OPERATING DATA
Dividends per share............. $  2.18  $  2.18  $  2.18  $  2.18  $  2.14
Total assets*................... $15,841  $20,139  $23,437  $21,849  $21,226
Net assets of spun-off
  operations....................       -        -  $ 2,874  $   745  $   663
Shareowners' equity............. $ 2,190  $ 5,233  $ 7,786  $ 8,251  $ 7,729

Continuing Operations**:
Book value per share............ $  5.11  $ 12.34  $ 11.61  $ 18.53  $ 17.62
Return on equity (%)............   -51.3     22.0    -26.3     16.1     13.4
Return on capital (%)...........   -18.0     14.3     -8.6     12.0     10.6
Debt maturing within one year... $ 1,530  $   246  $   595  $ 1,158  $   951
Long-term obligations........... $ 4,737  $ 4,897  $ 5,129  $ 5,207  $ 5,395
Debt ratio (%)..................    74.1     49.6     53.8     45.9     47.3
Capital expenditures............ $ 2,961  $ 1,684  $ 1,886  $ 1,852  $ 1,737
Cash from operating activities.. $ 2,769  $ 2,947  $ 2,727  $ 2,807  $ 2,439
Total employees at December 31..  48,889   51,590   55,355   57,023   59,037

Volume Indicators:
Toll messages (millions)***.....   4,819    4,460    4,251    4,145    4,081
Carrier access minutes- of-use 
  (millions)....................  59,193   53,486   49,674   46,800   43,872
Customer switched access lines
  in service at December 31
  (thousands; 1994***)..........  15,782   15,315   14,873   14,551   14,262
- ----------------------------------------------------------------------------
                            (Continued next page)

                                    F-34








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                    Selected Financial and Operating Data
                                 (Continued)


Effective  third  quarter   1995,  management  discontinued,  for   external
financial  reporting purposes, the  application of SFAS  71, "Accounting for
the  Effects of  Certain Types  of Regulation,"  an accounting  standard for
entities subject to  traditional regulation.  As  a result, during  1995 the
Corporation  recorded a non-cash,  extraordinary charge of  $3.4 billion, or
$7.89 per  share, which is  net of  a deferred  income tax  benefit of  $2.4
billion.    As  a result  of  the  extraordinary  charge, the  Corporation's
shareowners'  equity  was   reduced  by  $3.4  billion.     (See  Note  C  -
"Discontinuance of Regulatory Accounting - SFAS 71" on page F-51.)

Effective April  1, 1994, the  Corporation spun  off to its  shareowners its
domestic and  international cellular, paging, and  other wireless operations
in  a one-for-one  stock distribution of  its 86  percent interest  in these
operations.   As a result,  the Corporation's total  assets and shareowners'
equity were  each reduced  by $2.9 billion  during 1994.   The Corporation's
previous  interests  in the  operating results  and  net assets  of spun-off
operations  are classified  separately and  excluded from  the Corporation's
revenues, expenses,  and other amounts presented  for continuing operations.
(See "Spun-off Operations" under Note A on page F-47.)

Results for 1993 and 1991 reflect restructuring charges which reduced income
from  continuing operations  by $861  and $122 million  for each  respective
year, and  related per share amounts  by $2.08 and $.30  for each respective
year.  Results  for 1993 also  reflect the cumulative  after-tax effects  of
applying new accounting rules for postretirement and postemployment benefits
to prior years.

*   Includes net assets of spun-off operations for the years 1991-1993.

**  Excludes spun-off operations.  

*** Restated.




















                                    F-35








                                   <PAGE>

REPORT OF MANAGEMENT

To the Shareowners of Pacific Telesis Group:

The management of  Pacific Telesis  Group is responsible  for preparing  the
accompanying financial  statements and for their  integrity and objectivity.
The  statements have  been prepared  in  accordance with  generally accepted
accounting  principles applied on a  consistent basis and  are not misstated
due to material fraud or error.  In instances where exact measurement is not
possible,  the financial  statements include  amounts based  on management's
best  estimates   and  judgments.    Management  also   prepared  the  other
information  in  this annual  financial review  and  is responsible  for its
accuracy and consistency with the financial statements.

The Corporation's  financial  statements  have  been audited  by  Coopers  &
Lybrand L.L.P., independent accountants, whose appointment has been ratified
by  the shareowners.   Management has  made available  to Coopers  & Lybrand
L.L.P. all the Corporation's financial records and related data, as  well as
the minutes of shareowners' and directors' meetings. Furthermore, management
believes that all  of its representations made  to Coopers &  Lybrand L.L.P.
during their audit are valid and appropriate.

Management has established and  maintains a system of internal  control that
provides reasonable assurance  as to  the integrity and  reliability of  the
financial  statements, the  protection of  assets  from unauthorized  use or
disposition,  and  the  prevention  and detection  of  fraudulent  financial
reporting.  The system of internal control provides for appropriate division
of  responsibility and is documented by written policies and procedures that
are  communicated to  employees  with  significant  roles in  the  financial
reporting process  and are  updated as  necessary.   Management  continually
monitors  the system  of internal  control for  compliance, and  maintains a
strong   internal  auditing   program   that   independently  assesses   the
effectiveness  of the  internal  controls and  recommends improvements  when
necessary.   In  addition,  as part  of  their  audit of  the  Corporation's
financial statements, Coopers  & Lybrand L.L.P.  have obtained a  sufficient
understanding of  the internal  control structure  to determine  the nature,
timing,  and  extent  of audit  tests  to  be  performed.    Management  has
considered   the  internal   auditors'   and  Coopers &   Lybrand   L.L.P.'s
recommendations concerning the Corporation's  system of internal control and
has  taken actions  that it  believes are  cost-effective under  the circum-
stances  to  respond appropriately  to  these  recommendations.   Management
believes  that the Corporation's system  of internal control  is adequate to
accomplish the objectives discussed.

Management also  recognizes its  responsibility to  foster a  strong ethical
climate that enables the Corporation to conduct its affairs according to the
highest standards of personal and corporate conduct.  This responsibility is
characterized and  reflected in the Corporation's code of corporate conduct,
which  is  publicized  throughout the  Corporation.    The  code of  conduct
addresses, among other things:  potential  conflicts of interest; compliance
with domestic  laws, including those  relating to  foreign transactions  and
financial disclosure;  and the confidentiality  of proprietary  information.
The Corporation  maintains a  systematic program  to assess compliance  with
these policies.



                                    F-36








                                   <PAGE>


The Audit Committee of the Board of Directors is responsible for  overseeing
the Corporation's  financial reporting process on  behalf of the  Board.  In
fulfilling  its  responsibility,  the  Committee recommends  to  the  Board,
subject  to  shareowner ratification,  the  selection  of the  Corporation's
independent  accountants.   During  1995, the  Committee  consisted of  five
members  of the  Board  who  were  neither officers  nor  employees  of  the
Corporation.    It  meets  regularly  with  representatives  of  management,
internal  audit,   and  the  independent  accountants   to  review  internal
accounting  controls  and  accounting,  auditing,  and  financial  reporting
matters.  During 1995, the Committee held  five meetings.  The Corporation's
internal auditors  and independent accountants periodically  meet alone with
the Committee to discuss the matters previously noted and have direct access
to it for private communication at any time.


   
Philip J. Quigley
Chairman, President, and Chief Executive Officer 



William E. Downing
Executive Vice President,Chief Financial Officer, and Treasurer 
 
February 23, 1996































                                    F-37








                                   <PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareowners
of Pacific Telesis Group:

We   have  audited   the   accompanying  consolidated   balance  sheets   of
Pacific Telesis Group and Subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of income, shareowners' equity, and cash
flows for  each of the  three years in  the period ended December  31, 1995.
These  financial  statements are  the  responsibility  of the  Corporation's
management.  Our responsibility is to express an opinion on these  financial
statements based on our audits.

We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those  standards require that  we plan and  perform an audit  to
obtain reasonable assurance about whether  the financial statements are free
of material  misstatement.  An  audit includes examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also  includes assessing  the accounting principles  used and  sig-
nificant estimates made  by management,  as well as  evaluating the  overall
financial  statement presentation.   We  believe that  our audits  provide a
reasonable basis for our opinion.

In our opinion, the  financial statements referred to above  present fairly,
in all  material respects,  the consolidated  financial position  of Pacific
Telesis  Group and Subsidiaries  as of December  31, 1995 and  1994, and the
consolidated results of  their operations and  their cash flows for  each of
the three  years in the period  ended December 31, 1995,  in conformity with
generally accepted accounting principles.

As  discussed  in  Note A  to  the  Consolidated  Financial Statements,  the
Corporation's  Pacific  Bell  subsidiary  discontinued  its  application  of
Statement  of Financial  Accounting Standards  No. 71  during 1995,  and the
Corporation   adopted   new   accounting   rules   for  postretirement   and
postemployment benefits in 1993.






Coopers & Lybrand L.L.P.

San Francisco, California
February 22, 1996










                                    F-38








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                      Consolidated Statements of Income


                                              For the Year Ended December 31
                                             -------------------------------
(Dollars in millions, except per share amounts)       1995    1994     1993 
- ----------------------------------------------------------------------------
OPERATING REVENUES
Local service..................................... $ 3,815  $3,455  $ 3,477 
Network access - interstate.......................   1,736   1,612    1,622 
Network access - intrastate.......................     711     734      683 
Toll service......................................   1,232   2,006    2,058 
Other service revenues............................   1,548   1,428    1,404 
                                                   -------------------------
TOTAL OPERATING REVENUES..........................   9,042   9,235    9,244 
- ----------------------------------------------------------------------------
OPERATING EXPENSES 
Cost of products and services.....................   1,822   1,903    1,932 
Customer operations and selling expenses..........   1,829   1,848    1,788 
General, administrative, and other expenses.......   1,325   1,313    1,507 
Property and other taxes..........................     191     190      188 
Restructuring charges.............................       -       -    1,431 
Depreciation and amortization.....................   1,864   1,787    1,736 
                                                   -------------------------
TOTAL OPERATING EXPENSES..........................   7,031   7,041    8,582 
- ----------------------------------------------------------------------------
OPERATING INCOME..................................   2,011   2,194      662 
Interest expense..................................     442     455      509 
Miscellaneous income..............................      42      55       48 
- ----------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES.............................   1,611   1,794      201 
Income taxes......................................     563     658       10 
- ----------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS.................   1,048   1,136      191 
Income from spun-off operations, net of income taxes
  of $29 and $61, respectively (Notes A and B)....       -      23       29 
                                                   -------------------------
INCOME BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGES AND EXTRAORDINARY ITEM.......   1,048   1,159      220 
Cumulative effect of accounting changes, net
  of tax (Note A).................................       -       -   (1,724)
Extraordinary item, net of tax (Note C)...........  (3,360)      -        - 
                                                   -------------------------
NET INCOME (LOSS)................................. $(2,312) $1,159  $(1,504)
============================================================================

                            (Continued next page)








                                    F-39








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                      Consolidated Statements of Income
                                 (Continued)

                                             For the Year Ended December 31
                                             -------------------------------
(Dollars in millions, except per share amounts)       1995    1994     1993 
- ----------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE:
  Income from continuing operations...............  $ 2.46   $2.68   $ 0.46 
  Income from spun-off operations.................       -    0.05     0.07 
                                                    ------------------------
  Income before cumulative effect of
    accounting changes and extraordinary item.....    2.46    2.73     0.53 
  Cumulative effect of accounting changes.........       -       -    (4.16)
  Extraordinary item..............................   (7.89)      -        - 
                                                    ------------------------
  Net income (loss)...............................  $(5.43)  $2.73   $(3.63)
============================================================================
Dividends per share...............................  $ 2.18   $2.18   $ 2.18 
Average shares outstanding (thousands)............ 425,996 423,969  414,171 
============================================================================

The  accompanying Notes are an  integral part of  the Consolidated Financial
Statements.
































                                    F-40








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                         Consolidated Balance Sheets
                                                               December 31
                                                          ------------------
(Dollars in millions, except per share amounts)              1995      1994
- ----------------------------------------------------------------------------
ASSETS
Cash and cash equivalents..............................   $    76   $   135 
Accounts receivable - net of allowances
  for uncollectibles of $132 and $134..................     1,505     1,557 
Prepaid expenses and other current assets..............     1,002     1,206 
                                                          ------------------
Total current assets...................................     2,583     2,898 
                                                          ------------------
Property, plant, and equipment.........................    27,222    26,565 
Less:  accumulated depreciation........................   (15,837)  (10,451)
                                                          ------------------
Property, plant, and equipment - net...................    11,385    16,114 
                                                          ------------------
Deferred charges and other noncurrent assets...........     1,873     1,127 
                                                          ------------------
TOTAL ASSETS...........................................   $15,841   $20,139 
============================================================================
LIABILITIES AND SHAREOWNERS' EQUITY
Accounts payable and accrued liabilities...............   $ 2,203   $ 1,907 
Debt maturing within one year..........................     1,530       246 
Other current liabilities..............................       908     1,330 
                                                          ------------------
Total current liabilities..............................     4,641     3,483 
                                                          ------------------
Long-term obligations..................................     4,737     4,897 
                                                          ------------------
Deferred income taxes..................................         -     1,673 
                                                          ------------------
Other noncurrent liabilities and deferred credits......     4,273     4,853 
                                                          ------------------
Commitments and contingencies (Notes J and O)

Common stock ($0.10 par value; 432,827,595 shares
  issued; 428,434,672 and 424,065,165 shares 
  outstanding)........................................         43        43 
Additional paid-in capital............................      3,498     3,493 
Reinvested earnings (deficit).........................       (982)    2,257 
Less:  treasury stock, at cost (4,392,923 and
         8,762,430 shares)............................       (127)     (254)
       deferred compensation - leveraged employee
         stock ownership trust........................       (242)     (306)
                                                          ------------------
Total shareowners' equity.............................      2,190     5,233 
                                                          ------------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY.............    $15,841   $20,139 
============================================================================
The  accompanying Notes are an  integral part of  the Consolidated Financial
Statements.



                                    F-41








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
               Consolidated Statements of Shareowners' Equity

                                             For the Year Ended December 31
                                             -------------------------------
(Dollars in millions, except per share amounts)       1995     1994    1993 
- ----------------------------------------------------------------------------
COMMON STOCK
Balance at beginning of year.....................   $   43   $   43  $   43 
                                                    ------------------------
Balance at end of year...........................       43       43      43 
- ----------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year.....................    3,493    6,372   5,220 
Spin-off stock distribution (Note B).............        -   (2,901)      - 
Issuance of common stock of 
  spun-off operations (Note B)...................        -        -   1,027 
Issuance of shares...............................        -       22     104 
Acquisition of wireless cable company (Note M)...       (9)       -       - 
Other changes....................................       14        -      21 
                                                     -----------------------
Balance at end of year...........................    3,498    3,493   6,372 
- ----------------------------------------------------------------------------
REINVESTED EARNINGS (DEFICIT)
Balance at beginning of year.....................    2,257    2,040   4,459 
Net income (loss)................................   (2,312)   1,159  (1,504)
Dividends declared ($2.18 per share each year)...     (929)    (924)   (910)
Other changes....................................        2      (18)     (5)
                                                    ------------------------
Balance at end of year...........................     (982)   2,257   2,040 
- ----------------------------------------------------------------------------
TREASURY STOCK, AT COST
Balance at beginning of year.....................     (254)    (283) (1,011)
Issuance of shares...............................        -       29     728 
Acquisition of wireless cable company (Note M)...      127        -       - 
                                                    ------------------------
Balance at end of year...........................     (127)    (254)   (283)
- ----------------------------------------------------------------------------
DEFERRED COMPENSATION
Balance at beginning of year.....................     (306)    (386)   (460)
Cost of LESOP trust shares allocated to
  employee accounts (Note L).....................       64       80      74 
                                                    ------------------------
Balance at end of year...........................     (242)    (306)   (386)
- ----------------------------------------------------------------------------
TOTAL SHAREOWNERS' EQUITY........................   $2,190   $5,233  $7,786 
============================================================================

                            (Continued next page)








                                    F-42








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
               Consolidated Statements of Shareowners' Equity
                                 (Continued)

                                             For the Year Ended December 31
                                             -------------------------------
(Amounts in millions)                             1995      1994       1993 
============================================================================
COMMON SHARES AUTHORIZED AT DECEMBER 31........  1,100     1,100      1,100 
============================================================================
COMMON SHARES OUTSTANDING 
Balance at beginning of year...................    424       423        405 
Treasury shares reissued.......................      4         1         18 
                                                ----------------------------
Balance at end of year.........................    428       424        423 
============================================================================
PREFERRED SHARES AUTHORIZED AT DECEMBER 31.....     50        50         50 
============================================================================

The  accompanying Notes are an  integral part of  the Consolidated Financial
Statements.




































                                    F-43








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                    Consolidated Statements of Cash Flows

                                             For the Year Ended December 31 
                                             -------------------------------
(Dollars in millions)                                1995     1994     1993 
- ----------------------------------------------------------------------------
CASH FROM (USED FOR) OPERATING ACTIVITIES
Net income (loss)................................ $(2,312)  $1,159  $(1,504)
Adjustments to reconcile net income (loss)
  to cash from operating activities:
   (Income) from spun-off operations.............       -      (23)     (29)
   Cumulative effect of accounting changes.......       -        -    1,724 
   Restructuring charges.........................       -        -    1,431 
   Extraordinary item............................   3,360        -        - 
   Depreciation and amortization.................   1,864    1,787    1,736 
   Deferred income taxes.........................      94       44     (314)
   Unamortized investment tax credits............     (53)     (63)     (49)
Changes in operating assets and liabilities:
   Accounts receivable...........................      55      (17)     (74)
   Prepaid expenses and other current assets.....     (60)     (17)       1 
   Deferred charges and other noncurrent assets..     (34)      (4)     112 
   Accounts payable and accrued liabilities......     297      195       85 
   Other current liabilities.....................     (33)       1       17 
   Noncurrent liabilities and deferred credits...    (481)     (85)    (394)
   Other adjustments, net........................      72      (30)     (15)
                                                  --------------------------
Cash from continuing operations..................   2,769    2,947    2,727 
Cash from spun-off operations....................       -       18      440 
                                                  --------------------------

Cash from operating activities...................   2,769    2,965    3,167 
- ----------------------------------------------------------------------------

CASH FROM (USED FOR) INVESTING ACTIVITIES
Additions to property, plant, and equipment......  (2,002)  (1,631)  (1,800)
Investment in PCS licenses.......................    (674)       -        - 
Proceeds from disposals of assets of real estate
  subsidiary.....................................      13      129        7 
Net investment in spun-off operations (Note K)...       -       33     (356)
Other investing activities, net..................     (11)     (33)      10 
                                                  --------------------------
Cash used by continuing operations...............  (2,674)  (1,502)  (2,139)
Cash used by spun-off operations.................       -     (332)  (1,441)
                                                  --------------------------

Cash used for investing activities...............  (2,674)  (1,834)  (3,580)
- ----------------------------------------------------------------------------

                            (Continued next page)







                                    F-44








                                   <PAGE>

                   Pacific Telesis Group and Subsidiaries
                    Consolidated Statements of Cash Flows
                                 (Continued)

                                             For the Year Ended December 31 
                                             -------------------------------
(Dollars in millions)                                  1995    1994    1993 
- ----------------------------------------------------------------------------
CASH FROM (USED FOR) FINANCING ACTIVITIES
Proceeds from issuance of common and
  treasury shares....................................    74     140     800 
Proceeds from issuance of long-term debt.............     -      10   2,590 
Retirements of long-term debt........................  (814)    (12) (2,624)
Dividends paid.......................................  (927)   (907)   (756)
Increase (decrease) in short-term borrowings, net.... 1,509    (588)   (473)
Other financing activities, net......................     4     (22)   (130)
                                                     -----------------------
Cash used by continuing operations...................  (154) (1,379)   (593)
Cash from spun-off operations........................     -      39   1,631 
                                                     -----------------------
Cash from (used for) financing activities............  (154) (1,340)  1,038 
- ----------------------------------------------------------------------------
Net cash from (used for) all activities..............   (59)   (209)    625 
Less spun-off operations.............................     -    (275)    630 
                                                     -----------------------
Increase (decrease) in cash and cash equivalents.....   (59)     66      (5)

Cash and cash equivalents at January 1...............   135      69      74 
                                                     -----------------------
Cash and cash equivalents at December 31.............$   76  $  135   $  69 
============================================================================

The  accompanying Notes are an  integral part of  the Consolidated Financial
Statements.























                                    F-45








                                   <PAGE>

 
PACIFIC TELESIS GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     Basis of Presentation

     The Consolidated  Financial Statements include the  accounts of Pacific
     Telesis  Group (the  "Corporation") and  its wholly  and majority-owned
     subsidiaries.     The   Corporation   includes   a   holding   company,
     Pacific Telesis,  and  its telephone  subsidiaries:    Nevada Bell  and
     Pacific Bell  (which   when  used  herein  includes  its  subsidiaries,
     Pacific Bell Directory, Pacific Bell Information Services, Pacific Bell
     Mobile Services,  Pacific Bell Internet Services,  Pacific Bell Network
     Integration,  and  others) hereinafter  referred  to  as the  Telephone
     Companies.  Other Pacific  Telesis subsidiaries include Pacific Telesis
     Enterprises,   Pacific   Bell   Communications,   and   several   other
     subsidiaries that provide  video, communications,  and other  services.
     All  significant  intercompany   balances  and  transactions have  been
     eliminated. Investments in partnerships,  joint ventures, and less than
     majority-owned  subsidiaries are  principally accounted  for under  the
     equity method.

     The  Corporation's principal  business, communications  and information
     services,  accounts  for  substantially  all  of  its  revenues.    The
     Telephone  Companies, which consist  of Pacific  Bell and  Nevada Bell,
     provide local  exchange services, network access,  local toll services,
     directory  advertising,  Internet   access,  and  selected  information
     services in California and Nevada.


     Use of Estimates

     The preparation  of financial  statements in conformity  with generally
     accepted accounting  principles requires  management to  make estimates
     and  assumptions  that affect  the  amounts reported  in  the financial
     statements and  accompanying notes.   Actual results could  differ from
     those estimates.


     Regulatory Accounting

     Effective third quarter 1995, the Corporation's Pacific Bell subsidiary
     discontinued  accounting  under  Statement    of  Financial  Accounting
     Standards No. ("SFAS") 71, "Accounting for the Effects of Certain Types
     of Regulation."  (See Note C - "Discontinuance of Regulatory Accounting
     - SFAS  71" on page  F-51.)   The Corporation's Nevada  Bell subsidiary
     continues to apply SFAS 71 accounting.  







                                    F-46








                                   <PAGE>


A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)


     Spun-off Operations 

     The Corporation's previous  interests in the operating results  and net
     assets of wireless  operations that  were spun off  effective April  1,
     1994 are  reported separately  as spun-off operations.   (See Note  B -
     "Spun-off  Operations" on page  F-49.)   These operations  are excluded
     from amounts reported for the Corporation's revenues, expenses, assets,
     and  liabilities  that   reflect  "continuing  operations."     Amounts
     presented for  spun-off operations  have been  prepared solely  for the
     purpose of reporting Pacific Telesis Group results.


     Property, Plant, and Equipment

     Property,   plant,   and  equipment   (which   consists  primarily   of
     telecommunications  plant  dedicated  to  providing  telecommunications
     services)  is  carried at  cost.   The  cost of  self-constructed plant
     includes  employee wages and  benefits, materials, capitalized interest
     during  the  construction period,  and  other costs.    Expenditures in
     excess of  $500 that increase  the capacity,  operating efficiency,  or
     useful life of an  individual asset are capitalized.   Expenditures for
     maintenance and repairs are charged to expense.  

     No  gain  or  loss is  recognized  on  the  disposition of  depreciable
     telecommunications   plant.      At   the   time   of   retirement   of
     telecommunication property, plant, and  equipment, the original cost of
     the  plant retired  plus  cost of  removal  is charged  to  accumulated
     depreciation.  Accumulated depreciation  is credited with salvage value
     or insurance recovery, if any.
                     
     Depreciation expense  is computed using the  straight-line method based
     on management's  estimate of economic  lives for various  categories of
     property, plant, and equipment.

     The Telephone Companies continue  to invest heavily in improvements  to
     their core telecommunications networks.  The Corporation is also making
     significant investments in Personal Communications Services ("PCS") and
     wireless  digital  television.    These  technologies  are  subject  to
     technological  risks and rapid market  changes due to  new products and
     services and changing  customer demand.   These changes  may result  in
     changes to the estimated economic lives of these assets.

     The  Corporation  carries catastrophic  insurance  coverage with  large
     deductibles on its  telecommunications switching  and building  assets,
     and is self-insured for its outside plant telecommunications assets.








                                    F-47








                                   <PAGE>


A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)


     Intangible Assets and Capitalized Interest

     Included  in  deferred charges  and  other  noncurrent  assets is  $696
     million  representing the amounts paid for two PCS licenses recorded at
     cost.   In  addition,  interest  related  to  these  licenses  will  be
     capitalized.   These costs will be amortized over 40 years once the PCS
     system  is in service.  Management anticipates a widespread offering of
     PCS services in early 1997.


     Cash and Cash Equivalents

     Cash equivalents  include all  highly liquid monetary  instruments with
     maturities of ninety  days or less from  the date of purchase.   In its
     cash  management  practices,  the  Corporation  maintains  zero-balance
     disbursement  accounts for which funds are made available as checks are
     presented for clearance.   Checks outstanding are included in  accounts
     payable.  


     Income Taxes

     Deferred  income taxes  are  provided to  reflect  the tax  effects  of
     temporary  differences  between  the  carrying amounts  of  assets  and
     liabilities for  financial reporting purposes and the  amounts used for
     tax purposes.

     Investment tax credits  earned prior to their repeal by  the Tax Reform
     Act of 1986  are amortized as reductions in tax  expense over the lives
     of the assets which gave rise to the credits.


     Advertising Costs

     Costs for  advertising products  and services  or  corporate image  are
     expensed as incurred.


     Earnings Per Share

     Earnings  (loss)  per share  calculations  are  based on  the  weighted
     average  number of  common shares  outstanding, including  those shares
     held by a leveraged employee stock ownership trust.  


     Computer Software Costs

     The  costs of computer software purchased or developed for internal use
     are  expensed as incurred.   However, initial operating system software
     costs  are capitalized and amortized  over the lives  of the associated
     hardware.  Costs for subsequent additions or modifications to operating
     system software are expensed as incurred.

                                    F-48








                                   <PAGE>


A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)


     Change in Accounting for Postretirement and Postemployment Costs

     Effective  January   1,  1993,   the  Corporation  adopted   SFAS  106,
     "Employers'   Accounting   for  Postretirement   Benefits   Other  than
     Pensions,"  and SFAS  112,  "Employers'  Accounting for  Postemployment
     Benefits."  (See also Note G - "Other Postretirement and Postemployment
     Benefits"  on page F-60.)  The cumulative after-tax effects of applying
     the  new rules  to  prior years  were  recognized by  one-time  charges
     applicable  to  continuing operations  totaling  $1.724  billion.   The
     charges are net of deferred  income tax benefits of $1.155  billion and
     reduced earnings applicable to continuing operations for 1993  by $4.16
     per share.   The annual periodic expense under SFAS 112 does not differ
     materially from expense under the prior method.  (See "Revenues Subject
     to Refund" in Note O on page F-71.)


B.   SPUN-OFF OPERATIONS

     Effective  April 1, 1994, the  Corporation spun off  to shareowners its
     domestic  and  international  cellular,  paging,  and  other   wireless
     operations  in  a one-for-one  stock  distribution  of  its 86  percent
     interest in AirTouch Communications, Inc. ("spun-off operations").  The
     stock  distribution  was recorded  as  a  stock dividend  from  paid-in
     capital   at  the  carrying  amount  of  the  net  assets  of  spun-off
     operations.     As  a  result,  the  Corporation's   total  assets  and
     shareowners' equity  were each reduced  by $2.9 billion  in 1994.   The
     stock  distribution itself  is a  non-cash transaction,  which did  not
     affect the Corporation's cash flow statement.

     Under  a  separation  agreement,  any   unrecorded  non-tax  contingent
     liabilities  that  become certain  after  the  spin-off  date  will  be
     allocated based  on origin of the  claim, and acts by,  or benefits to,
     the  Corporation  or  the  spun-off  operations.     In  addition,  the
     Corporation's responsibilities have been terminated in connection  with
     any  future obligations  under the  spun-off operations'  joint venture
     agreement   with  Cellular  Communications,  Inc.,  and  under  various
     financial  instrument  contracts.    As  of  December 31,  1993,  these
     financial  instruments  included  foreign  currency  swap  and  forward
     contracts with face amounts totaling $291 million.  














                                    F-49








                                   <PAGE>


B.   SPUN-OFF OPERATIONS (Cont'd)

     The Corporation's previous  interests in the net  revenues and expenses
     of  the  spun-off operations  prior  to  April 1, 1994, are  classified
     separately as income from spun-off operations in the income statements.
     The components of income are summarized below:

     (Dollars in millions)                                     1994    1993 
     -----------------------------------------------------------------------
     Operating revenues......................................  $259  $1,061 
     Operating expenses......................................   225     930 
                                                               -------------
     Operating income........................................    34     131 
     Other income/(expense)..................................    22     (35)
                                                               -------------
     Income before income taxes..............................    56      96 
     Income taxes............................................    29      61 
                                                               -------------
     Income before minority interest and  cumulative effect 
       of accounting changes.................................    27      35 
     Minority interest of other shareowners..................    (4)      - 
     Cumulative effect of accounting changes.................     -      (6)
                                                               -------------
     Income from spun-off operations*........................  $ 23  $   29 
     =======================================================================
     *    See "Spun-off Operations"  in Note A - on page  F-47.  The amounts
          for 1994 reflect operations through March 31, 1994.

     The  Corporation's cash  flow  statements include  separately the  cash
     flows  of spun-off  operations.   Cash proceeds  of approximately  $1.5
     billion  received  by the  spun-off operations  from an  initial public
     offering of its stock in December 1993 are reflected in cash from spun-
     off operations in the Corporation's financing cash flows for 1993.  The
     proceeds from the  initial public offering above the  book value of the
     Corporation's   transferred  ownership   interest   were  credited   to
     additional   paid-in  capital   in   1993   within  the   Corporation's
     shareowners' equity accounts.



















                                    F-50








                                   <PAGE>


C.   DISCONTINUANCE OF REGULATORY ACCOUNTING - SFAS 71

     Effective third quarter 1995, the Corporation's Pacific Bell subsidiary
     discontinued  its  application  of  SFAS  71  in  accordance  with  the
     provisions  of   SFAS  101,  "Accounting  for   the  Discontinuance  of
     Application of FASB  Statement  No. 71."  As a result,  the Corporation
     recorded a non-cash, extraordinary charge of $3.4 billion, or $7.89 per
     share, during  1995 which is  net of a  deferred income tax  benefit of
     $2.4 billion.    The   charge  includes a write-down  of net  telephone
     plant and the elimination of net regulatory assets as summarized in the
     following table.

     (Dollars in millions)                              Pre-Tax   After-Tax 
     -----------------------------------------------------------------------
     Increase in telephone plant and equipment                       
       accumulated depreciation.....................     $4,819      $2,842 
     Elimination of net regulatory assets...........        962         518 
                                                         -------------------
     Total..........................................     $5,781      $3,360 
     =======================================================================

     Pacific  Bell  historically  accounted  for  the  economic  effects  of
     regulation in accordance with  the provisions of  SFAS 71.  Under  SFAS
     71,  Pacific Bell depreciated telephone plant using lives prescribed by
     regulators  and,  as  a  result  of  actions  of  regulators,  deferred
     recognizing certain costs, or recognized  certain liabilities (referred
     to as "regulatory assets" and "regulatory liabilities").

     Effective third quarter 1995,  management determined that, for external
     financial reporting purposes,  it is no longer  appropriate for Pacific
     Bell to use the special  SFAS 71 accounting rules  for entities subject
     to  traditional regulation.    Management's decision  to change  to the
     general   accounting rules  used by competitive  enterprises was  based
     upon  an   assessment  of  the  emerging   competitive  environment  in
     California.   Pacific Bell's prices  for its products  and services are
     being driven increasingly by market forces instead of regulation.

     The $4.8  billion increase  in Pacific Bell's  accumulated depreciation
     for  its  telephone  plant  reflects   the  adoption  of  new,  shorter
     depreciation lives.  The estimated useful lives historically prescribed
     by  regulators did  not keep  up  with the  rapid  pace of  technology.
     Pacific  Bell's  previous  and new  asset  lives  are  compared in  the
     following table.

     Asset Lives (in years)                                     Old     New
     -----------------------------------------------------------------------
     Copper cable......................................       19-26      14
     Digital switches..................................        16.5      10
     Digital circuits..................................    9.6-11.5       8
     Fiber optic cable.................................       28-30      20
     Conduit...........................................          59      50
     -----------------------------------------------------------------------




                                    F-51








                                   <PAGE>


C.   DISCONTINUANCE OF REGULATORY ACCOUNTING - SFAS 71 (Cont'd)

     The discontinuance of SFAS 71 for external financial reporting purposes
     by  Pacific Bell also required the elimination of net regulatory assets
     totaling  $962  million.      Regulators  sometimes  include  costs  in
     allowable  costs for  ratemaking purposes  in a  period other  than the
     period in which those  costs would be charged to  expense under general
     accounting rules.  The accounting  for these timing differences created
     regulatory assets and regulatory  liabilities on Pacific Bell's balance
     sheet. 

     Significant changes  have occurred in the  Corporation's balance sheets
     as  a result  of the  discontinuance of  SFAS 71.   Details  of Pacific
     Bell's  net regulatory  assets that have been eliminated  are displayed
     in the following table.

     (Dollars in millions) 
     -----------------------------------------------------------------------
     Regulatory assets/(liabilities) due to:
       Deferred pension costs*......................................   $460 
       Unamortized debt redemption costs**..........................    337 
       Deferred compensated absence costs*..........................    206 
       Unamortized purchases of property, plant, and 
         equipment under $500.......................................     82 
       Deferred income taxes***.....................................   (159)
       Other........................................................     36 
                                                                       ---- 
     Total..........................................................   $962 
     =======================================================================
     *    Previously  included  primarily  in  "deferred  charges  and other
          noncurrent assets" in the Corporation's balance sheets.
     **   Previously included in "long-term obligations."
     ***  Previously  included  in "other  current  liabilities"  and "other
          noncurrent liabilities and deferred credits."

     Due to the discontinued  application of SFAS 71, pension costs for both
     intrastate and interstate operations are now determined under SFAS  87,
     "Employers'  Accounting   for  Pensions,"  and  SFAS   88,  "Employers'
     Accounting for Settlements and  Curtailments of Defined Benefit Pension
     Plans  and  for Termination  Benefits."   Capitalized interest  cost is
     reported as a cost of telephone  plant and equipment and as a reduction
     in  interest expense,  as  required by    SFAS 34,  "Capitalization  of
     Interest Cost."  Prior to the discontinuance of SFAS 71,   Pacific Bell
     recorded  an  allowance  for  funds  used  during  construction,  which
     included both interest and equity return components, as a cost of plant
     and as  an item in miscellaneous income.  Pacific Bell's accounting and
     reporting for  regulatory purposes are not affected by the discontinued
     application of SFAS 71 for external financial reporting purposes.








                                    F-52








                                   <PAGE>


D.   RESTRUCTURING CHARGES

     During  1993, the  Corporation recorded  pre-tax restructuring  charges
     totaling  $1.431 billion  which  reduced  earnings  for  1993  by  $861
     million, or $2.08 per share.  These charges include a $977 million pre-
     tax charge  by Pacific Bell to recognize  the incremental cost of force
     reductions   associated  with   restructuring  its   internal  business
     processes  through 1997.    This charge  is  to cover  the  incremental
     severance costs associated with  terminating more than 14,000 employees
     from 1994 through 1997.  It is  also to cover the incremental costs  of
     consolidating and  streamlining operations  and  facilities to  support
     this  downsizing  initiative.   The  remaining  reserve balance  as  of
     December 31, 1995 and 1994, was $228 and $819 million, respectively.

     During  1993,   management  completed  a  reevaluation   of  investment
     alternatives  relating  to its  1990 decision  to  dispose of  its real
     estate  subsidiary's  assets.       Based  on  this  reevaluation,  the
     Corporation recorded  an additional  pre-tax  restructuring reserve  of
     $347 million to cover  future losses on  sales and estimated  operating
     losses.   In  December 1994,  the Corporation's real  estate subsidiary
     sold substantially  all of its  assets for approximately  $160 million.
     Charges to the reserve  in 1994 totaled $287 million,  $248 million for
     losses on sale of its assets and $39 million for operating losses.  Net
     1995  charges totaled  $19 million.   Management  believes the  reserve
     balance of  $32 million as of  December 31, 1995, is  adequate to cover
     the cost to dispose of the remaining assets.

     The  remaining  $107  million  of  1993  pre-tax  charges  provided for
     anticipated  costs   associated  with   spun-off  operations   and  the
     withdrawal  from,  or restructuring  of,  the  Corporation's cable  and
     customer  premises  equipment  businesses.    Management  believes  the
     remaining reserve balance  of $66 million as  of December 31, 1995,  is
     adequate.























                                    F-53








                                   <PAGE>


E.   INCOME TAXES

     The  components   of  income  tax  expense   applicable  to  continuing
     operations each year are as follows:

     (Dollars in millions)                               1995   1994   1993 
     -----------------------------------------------------------------------
     Current:
       Federal........................................   $408   $480   $526 
       State and local income taxes...................    115    142    148 
                                                         -------------------
     Total current....................................    523    622    674 

     Deferred:
       Federal........................................     64     77   (472)
       Change in federal enacted tax rate.............      -      -    (23)
       State and local income taxes...................     29     22   (117)
                                                         -------------------
     Total deferred ..................................     93     99   (612)

     Amortization of investment tax credits - net.....    (53)   (63)   (52)
                                                         -------------------
     Total income taxes...............................   $563   $658   $ 10 
     =======================================================================

     Significant  components of  the Corporation's  deferred tax  assets and
     liabilities are as follows:
                                                                December 31 
                                                            ----------------
     (Dollars in millions)                                    1995     1994 
     -----------------------------------------------------------------------
     Deferred tax (assets)/liabilities - due to:
       Depreciation and amortization....................    $1,013   $3,003 
         Postretirement and postemployment benefits.....    (1,042)  (1,072)
       Restructuring reserves...........................      (116)    (413)
       Customer rate reductions.........................      (133)    (150)
       Other, net.......................................      (666)    (170)
                                                            ----------------
     Net deferred tax (assets)/liabilities .............    $ (944)  $1,198 
                                                            ================
     Amounts recorded in the consolidated balance sheets:
       Deferred tax assets*.............................    $  944   $  483 
                                                            ================
       Deferred tax liabilities*........................    $    -   $1,681 
     =======================================================================
     * Reflects reclassification of  certain current and  noncurrent amounts
       by federal and state tax jurisdiction to a net presentation.  Amounts
       include  both current  and  noncurrent  portions.    (See  Note  Q  -
       "Additional Financial  Information" on page F-73  for current portion
       of deferred tax assets.)






                                    F-54








                                   <PAGE>


E.   INCOME TAXES (Cont'd)

     An  income tax benefit related to the  extraordinary charge in 1995 for
     the discontinued application of SFAS 71 for depreciated telephone plant
     is   $2.0  billion  and  for  regulatory   assets  and  liabilities  is
     $0.4 billion.  (See Note C - "Discontinuance of Regulatory Accounting -
     SFAS 71" on page F-51.)

     The  reasons  for  differences  each  year  between  the  Corporation's
     effective income tax rate and applying the statutory federal income tax
     rate  to income  from  continuing operations  before  income taxes  are
     provided in the following reconciliation:
                                                         1995   1994   1993 
     -----------------------------------------------------------------------
     Statutory federal income tax rate (%).......        35.0   35.0   35.0 

     Increase/(decrease) in taxes resulting from:
        Amortization of investment tax credits...        (3.3)  (3.5) (26.0)
        Plant basis differences - net of
        applicable depreciation..................           -    0.3   17.4 
        Interest during construction.............        (1.1)  (0.6)  (6.1)
        State income taxes - net of federal
        income tax benefit.......................         5.8    5.9    9.7 
        Deferred tax impact due to rate change...           -      -  (26.9)
        Other....................................        (1.5)  (0.4)   1.9 
                                                         -------------------
     Effective income tax rate (%)...............        34.9   36.7    5.0 
     =======================================================================


F.   EMPLOYEE RETIREMENT PLANS

     Defined Benefit Plans

     The Corporation  provides pension,  death, and survivor  benefits under
     defined benefit  pension plans that cover  substantially all employees.
     Benefits of the  Pacific Telesis Group  Pension Plan (for  non-salaried
     employees) are based on a flat  dollar amount and vary according to job
     classification,  age,   and  years  of   service.    Benefits   of  the
     Pacific Telesis Group Pension Plan for Salaried  Employees are based on
     a percentage of final five-year average  pay and vary according to  age
     and years of service.

     The Corporation is  responsible for contributing enough  to the pension
     plans, while the  employee is  still working, to  ensure that  adequate
     funds are available to provide the benefit payments upon the employee's
     retirement.   These contributions are made to an irrevocable trust fund
     in amounts determined using the aggregate cost actuarial method, one of
     the  actuarial  methods specified  by  the  Employee Retirement  Income
     Security Act of 1974  ("ERISA"), subject to ERISA and  Internal Revenue
     Code limitations.





                                    F-55








                                   <PAGE>


F.   EMPLOYEE RETIREMENT PLANS (Cont'd)

     The Corporation reports pension costs and related obligations under the
     provisions of  SFAS 87 and  SFAS 88.   However, prior  to discontinuing
     application of  SFAS 71 during  1995, Pacific  Bell recognized  pension
     costs  consistent with the methods adopted for ratemaking.  Nevada Bell
     continues to  follow the  accounting methods  prescribed by the  Public
     Service Commission of Nevada.  Pension costs recognized by Pacific Bell
     under SFAS 71 reflected a CPUC order requiring the continued use of the
     aggregate cost method for intrastate operations and an FCC  requirement
     to use  SFAS 87 and SFAS 88  for interstate operations.   (See Note C -
     "Discontinuance of Regulatory Accounting - SFAS 71" on page F-51.)

     During 1995 and 1994, special pension benefits and cash incentives were
     offered  in connection  with Pacific  Bell's restructuring  and related
     force reduction program.   Effective October  1, 1995, pension  benefit
     increases are being offered to various groups of non-salaried employees
     under 1995 plan amendments which increase benefits for specified groups
     who  elect early  retirement under  incentive programs.   On  March 28,
     1994, Pacific Bell offered  a special pension benefit that  removed any
     age discount from  pensions for management employees  who were eligible
     to  retire with  a service  pension on  that date.   Also  during 1994,
     pension benefit  increases  were  offered  to various  groups  of  non-
     salaried employees  under 1992  plan amendments that  increase benefits
     for  specified  groups  who  elect  early  retirement  under  incentive
     programs.   Approximately 1,900 and  3,400 employees left  Pacific Bell
     during 1995 and 1994, respectively, under early retirement or voluntary
     and involuntary severance  programs.  In  1993, Nevada Bell offered  an
     early  retirement  program  under  which  approximately  70  management
     employees  elected  early  retirement.   Annual  pension  cost  in  the
     following table excludes  $219 and  $62 million  of additional  pension
     costs charged to Pacific Bell's restructuring reserve in 1995 and 1994,
     respectively, and excludes $7 million of additional pension expense for
     incentive programs in 1993.






















                                    F-56








                                   <PAGE>


F.   EMPLOYEE RETIREMENT PLANS (Cont'd)

     Annual pension cost each year consisted of the following components:

     (Dollars in millions)                               1995  1994    1993 
     -----------------------------------------------------------------------
     Service cost - benefits earned during year......  $  149 $ 198  $  140 
     Interest cost on projected benefit obligations..     678   681     679 
     Actual return on assets.........................  (2,215) (173) (1,402)
     Net amortization and deferral of items subject
       to delayed recognition*.......................   1,477  (601)    640 
                                                       ---------------------
     Net periodic pension cost under SFAS 87.........      89   105      57 
     Adjustment to reflect differing regulatory
       treatment**...................................       -   (79)    (53)
     Less spun-off operations........................       -     -       3 
                                                       ---------------------
     Pension cost recognized.........................  $   89 $  26  $    7 
     =======================================================================

     *   Under SFAS  87, differences  between actual  returns and  losses on
         assets  and assumed returns, which  are based on  an expected long-
         term rate-of-return,  are deferred and  included with "unrecognized
         net gain" (see table below).  During 1994, actual returns were less
         than assumed returns by $551 million.  During 1995 and 1993, actual
         returns  exceeded  assumed  returns  by $1,524  and  $691  million,
         respectively.

     **  See Note C - "Discontinuance of Regulatory Accounting - SFAS 71" on
         page  F-51.  Regulatory assets  due to deferred  pension costs were
         $407  and  $340  million   as  of  December  31,  1994   and  1993,
         respectively.

     The amounts shown  above for  annual pension cost  recognized in  1995,
     1994, and  1993 reflect the effects of strong fund asset performance in
     prior years and Internal Revenue Service ("IRS") funding limitations.




















                                    F-57








                                   <PAGE>


F.   EMPLOYEE RETIREMENT PLANS (Cont'd)

     The following  table sets  forth the  status of  the plans' assets  and
     obligations   and   the  amounts   recognized   in  the   Corporation's
     consolidated balance sheets:               
                                                               December 31  
                                                         ------------------
     (Dollars in millions)                                    1995    1994  
     ----------------------------------------------------------------------
     Plan assets at estimated fair value............       $11,490 $10,372  
     Actuarial present value of projected benefit
       obligations*.................................        10,111   8,736  
                                                           ----------------
     Plan assets in excess of projected benefit
       obligations..................................         1,379   1,636  
     Less items subject to delayed recognition:
       Unrecognized net gain**......................        (2,179) (2,012) 
       Unrecognized transition amount***............          (412)   (551) 
       Unrecognized prior service cost..............            42      48  
                                                           ----------------
     Accrued pension cost liability recognized in
       the consolidated balance sheets..............       $ 1,170 $   879  
     ======================================================================
     *   The  projected  benefit  obligation   at  December  31,  1995,  was
         increased $407 million for the cost of force reductions anticipated
         to take place in 1996 and  1997 and recognized in the Corporation's
         financial  statements under SFAS 88.

     **  Gains  or  losses  from actual  returns  on  assets  different than
         assumed returns,  as well as from  demographic experience different
         than assumed and the  effects of changes in other  assumptions, are
         recognized through  amortization, over  time,  when the  cumulative
         gains or losses exceed certain limits.

     *** A  $1,078 million  excess of  the fair  value  of plan  assets over
         projected benefit obligations as of  the January 1, 1987,  adoption
         of  SFAS   87  is   being  recognized  through   amortization  over
         approximately 18 years.

     The assets of the  plans are primarily composed of  common stocks, U.S.
     Government  and corporate  obligations,  index funds,  and real  estate
     investments.   The  plans' projected  benefit obligations  for employee
     service to date reflect the Management's expectations of the effects of
     future  salary progression and benefit  increases.  As  of December 31,
     1995 and 1994, the  actuarial present values of the  plans' accumulated
     benefit obligations,  which do not anticipate  future salary increases,
     were $9,122 and $8,256 million, respectively.  Of these amounts, $7,997
     and $7,396 million, respectively, were vested.








                                    F-58








                                   <PAGE>


F.   EMPLOYEE RETIREMENT PLANS (Cont'd)

     Liabilities and expenses  for employee benefits are  based on actuarial
     assumptions.  The assumptions  used in computing the present  values of
     benefit obligations include a  discount rate of 7.25 percent  for 1995,
     8.0 percent for 1994, and 7.5  percent for 1993.  An 8.0  percent long-
     term rate-of-return on  assets is assumed in calculating pension costs.
     Based  on the plans' historical return on assets, the assumed long-term
     rate-of-return  will  be  increased to  9.0  percent  in  1996.   These
     actuarial assumptions are subject to change over time, which could have
     a material impact on the Corporation's financial statements.

     Effective December 31, 1993,  the salaried pension plan was  amended to
     permanently remove the age discount from pension benefits for employees
     with 30  or more years of  net credited service.   Effective January 1,
     1995,  the salaried pension  plan was also amended  to cap net credited
     service for pension benefits at 30  years or, if greater, the amount of
     the  employee's service  on  January 1,  1995.   Upon  adoption,  these
     amendments affected approximately 400 and 800 employees, respectively.

     The  Corporation  has  entered  into  labor  negotiations  with  union-
     represented  employees in the past and expects  to do so in the future.
     Pension  benefits  have  been   included  in  these  negotiations,  and
     improvements in  benefits have  been made periodically.   Additionally,
     the  Corporation  has increased  benefits to  pensioners  on an  ad hoc
     basis.   While  no  assurance can  be offered  with  respect to  future
     increases, the Management's expectations  for future benefit  increases
     have been reflected in determining pension costs.


     Defined Contribution Plans

     The Corporation sponsors defined contribution retirement plans covering
     substantially  all employees.  These  plans include the Pacific Telesis
     Group Supplemental Retirement and  Savings Plan for Salaried Employees,
     and the Pacific Telesis Group Supplemental Retirement  and Savings Plan
     for Nonsalaried Employees (collectively, the "Savings Plans").

     The  Corporation's contributions  to  the Savings  Plans  are based  on
     matching a portion  of employee contributions.   All matching  employer
     contributions  to  the  Savings  Plans  are  made  through a  leveraged
     employee  stock ownership  plan  ("LESOP") trust  (see "Employee  Stock
     Ownership Trust" in Note L on page F-68).  Total contributions to these
     plans,  including  contributions   allocated  to  participant  accounts
     through the LESOP trust, were $66, $66, and $65 million in 1995,  1994,
     and 1993,  respectively.   These  amounts exclude  costs applicable  to
     spun-off operations.









                                    F-59








                                   <PAGE>


G.   OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

     Substantially all retirees  and their dependents are  covered under the
     Corporation's plans  for medical, dental, and  life insurance benefits.
     Approximately  42,000 retirees were eligible to  receive benefits as of
     January  1, 1995.   Currently, the  Corporation pays  the full  cost of
     retiree  health benefits.   However,  by 1999,  all  employees retiring
     after  1990 will  pay a  share of  the costs  of medical  coverage that
     exceeds  a  defined  dollar medical  cap.    Such  future cost  sharing
     provisions  have  been  reflected   in  determining  the  Corporation's
     postretirement  benefit  costs.   The  Corporation  retains the  right,
     subject to applicable  legal requirements, to amend  or terminate these
     benefits.

     Effective  January  1, 1993,  the Corporation  adopted  SFAS 106  on an
     immediate-recognition basis.   The standard requires  that the cost  of
     retiree  benefits be  recognized in  the financial  statements from  an
     employee's date of hire  until the employee becomes eligible  for these
     benefits.   Previously,  the Corporation  expensed retiree  benefits as
     they were paid.   Immediate recognition of the value  of prior benefits
     earned,  the transition  obligation, resulted  in a  one-time, non-cash
     charge applicable to continuing  operations of $1.573 billion, or $3.80
     per share.   The charge  is net  of a  deferred income  tax benefit  of
     $1.054 billion,  which will be  recognized over the  remaining lives of
     the workforce.  

     The Corporation's periodic expense under SFAS 106 in  1995 and 1994, as
     displayed in the table below, increased from a level of $106 million in
     costs in 1992 under the prior method.  Because the Telephone Companies'
     higher costs are  being partially recovered in  revenues, the increased
     costs have not materially  affected reported earnings. (See  "Change in
     Accounting for  Postretirement and Postemployment  Costs" in Note  A on
     page F-49.)  However, a CPUC order held that related revenues collected
     after October 12, 1994,  are subject to refund. (See  "Revenues Subject
     to Refund" in Note O on page F-71.)

     The  components  of net  periodic  postretirement benefit  cost  are as
     follows:

     (Dollars in millions)                                      1995   1994 
     -----------------------------------------------------------------------
     Service cost...........................................    $ 50   $ 58 
     Interest cost on accumulated postretirement
       benefit obligation...................................     262    258 
     Actual return on plan assets...........................    (250)    (3)
     Net amortization and deferral..........................     176    (66)
                                                                ------------
     Net periodic postretirement benefit cost...............    $238   $247 
     =======================================================================

     Both Pacific Bell and  Nevada Bell partially fund their  obligations by
     contributing to  Voluntary Employee  Benefit Association trusts.   Plan
     assets are invested primarily in  domestic and international stocks and
     domestic investment-grade bonds.


                                    F-60








                                   <PAGE>


G.   OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS (Cont'd)

     The funded status of the plans follows:
                                                               December 31
                                                           ----------------
     (Dollars in millions)                                    1995    1994  
     ----------------------------------------------------------------------
     Accumulated postretirement benefit obligation:
       Retirees............................................ $2,311  $2,308  
       Eligible active employees...........................    222     270  
       Other active employees..............................    788     802  
                                                            ---------------
     Total accumulated postretirement benefit obligations..  3,321   3,380  
     Less:
       Fair value of plan assets........................... (1,246)   (880) 
       Unrecognized net gain/(loss)*.......................    167    (178) 
       Unrecognized prior service cost.....................     39       -  
                                                            ---------------
     Accrued postretirement benefit obligation recognized
       in the consolidated balance sheets.................. $2,281  $2,322  
     ======================================================================
     * The  unrecognized  net gain/(loss)  is  amortized  over the  expected
       future  service   lives  of  approximately  16   years  and  reflects
       differences between actuarial assumptions  and actual experience.  It
       also includes the impact of changes in actuarial assumptions.

     Liabilities and expenses for employee  benefits are based on  actuarial
     assumptions.  The assumed discount rate used to measure the accumulated
     postretirement benefit  obligation was 7.25 percent and 8.0 percent for
     1995 and 1994,  respectively.  The 1995  accrued postretirement benefit
     obligation and the 1996 expense are based on an assumed annual increase
     in health care  costs of 6.0  percent.   Increasing the assumed  health
     care  cost trend  rates  by one  percent each  year would  increase the
     December  31, 1995,  accumulated postretirement  benefit  obligation by
     $426  million and would increase the combined service and interest cost
     components  of net periodic postretirement benefit cost for 1995 by $40
     million. An 8.75 percent long-term  rate-of-return on assets is assumed
     in  calculating  postretirement  benefit  costs. Based  on  the  plans'
     historical return on assets,  the assumed long-term rate-of-return will
     be increased to  9.0 percent in 1996.  These actuarial assumptions  are
     subject to change over time, which  could have a material impact on the
     Corporation's financial statements. 

     Effective  January  1,  1993,  the Corporation  adopted  SFAS  112  for
     accounting for  postemployment benefits,  which required a  change from
     cash  to accrual  accounting.  Postemployment  benefits offered  by the
     Corporation include workers  compensation, disability benefits, medical
     benefit  continuation, and severance pay.   These benefits  are paid to
     former  or inactive employees who  terminate without retiring.   A one-
     time, non-cash  charge representing prior benefits  earned was recorded
     in  1993, which reduced earnings applicable to continuing operations by
     $151 million, or $0.36  per share.   The charge was  net of a  deferred
     income tax benefit  of $101 million. The annual  periodic expense under
     SFAS  112 does  not  differ materially  from  expense under  the  prior
     method.

                                    F-61








                                   <PAGE>


H.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     Key employees  of the  Corporation have  outstanding options  and stock
     appreciation  rights  ("SARs")  that  were granted  under  the  Pacific
     Telesis  Group 1994  Stock  Incentive Plan  (the  "Stock Plan")  and  a
     previous plan (collectively, the "Plans").  The Stock Plan was approved
     by  shareowners effective January 1,  1994.  The  previous plan expired
     December 31, 1993.  A total  of 21,000,000 shares of the  Corporation's
     common stock was authorized by the Board of Directors (the "Board") for
     grants  of options, SARs, restricted  stock, and stock  units under the
     Stock Plan.  As  of December 31, 1995, the remaining  shares authorized
     were   14,139,300,  including   136,000  remaining   shares  separately
     authorized  for grant  to  nonemployee directors  of  the Board.    The
     remaining  shares authorized for future grants as of December 31, 1994,
     were 13,963,200.

     Options granted under the Plans were granted as nonqualified options or
     as  incentive stock options,  and portions were  granted in conjunction
     with SARs.   The original exercise price of each outstanding option and
     SAR was  equal to  the fair  market value  of the  Corporation's common
     stock on the date  of grant.  The exercise  prices of options and  SARs
     outstanding  at the  time  of the  spin-off  (see  Note B  -  "Spun-off
     Operations"  on page  F-49)  were adjusted  as  described below.    The
     exercise price  of each option may  be paid in cash  or by surrendering
     shares  of  common  stock already  owned  by  the  holder,  or  with  a
     combination  of  cash and  such shares.    Options and  associated SARs
     ordinarily  become exercisable at  stated times beginning  at least one
     year  after the date  of grant.  The  term of any  option or SAR cannot
     exceed  ten years.  As of December 31, 1995, 5,773,723 options and SARs
     were exercisable  at prices  ranging from  $12.4297 to  $32.1250, after
     exercise price adjustments arising from the spin-off.

























                                    F-62








                                   <PAGE>


H.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (Cont'd)

     The  following table summarizes option and SAR activity during 1995 and
     1994:
                                        Price Range              Price Range
                                  1995   Per Share*        1994   Per Share*
     -----------------------------------------------------------------------
     Shares issuable under
       outstanding options
       and SARs at                       $12.4297 -               $ 8.7008 -
       January 1            10,742,408    32.1250     6,185,201    27.6050  
                                                        
     Options and                         $26.6250 -               $30.7500 -
       SARs granted            363,700    30.2500     7,215,800    32.1250  

     Options and SARs                    $12.4297 -               $ 8.7008 -
       exercised            (1,057,347)   32.0000    (1,255,080)   27.6050  
                                                             
     Options and SARs
       canceled or                       $15.6577 -               $ 8.7008 -
       forfeited              (535,913)   32.0000        (9,520)   27.6050  

     Options and SARs 
       replaced for 
       employees of 
       spun-off                                                   $12.4297 -
       operations                    -            -  (1,393,993)   27.6050  
                             ----------              -----------
     Shares issuable 
       under outstanding 
       options and 
       SARs at                           $12.4297 -               $12.4297 -
       December 31            9,512,848   32.1250    10,742,408    32.1250  
     =======================================================================
     *   Exercise  prices per share were adjusted to reflect the spin-off of
         wireless operations on April 1, 1994.

     In 1993, 2,199,709 options  and SARs were exercised at  adjusted prices
     ranging from $8.7008 to $27.6050.  

     Options and SARs held by the continuing employees of the Corporation at
     the time  of the  spin-off were  supplemented with  an equal  number of
     options  and  SARs  for common  shares  of  spun-off  operations.   The
     exercise prices for the Corporation's outstanding options and SARs were
     adjusted  downward to reflect  the value  of the  supplemental spun-off
     operations options and SARs.  The Corporation's balance sheet  reflects
     a  related liability equal to the difference between the current market
     price  of  spun-off operations  stock and  the  exercise prices  of the
     supplemental options  outstanding.   (See  "Off-Balance-Sheet Risk"  in
     Note J on page F-66.)   As of December 31, 1995, 3,140,472 supplemental
     spun-off  operations options  and  SARs were  outstanding.   Expiration
     dates for the supplemental options and SARs range from 1996 to 2003.  




                                    F-63








                                   <PAGE>


H.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (Cont'd)

     Outstanding  options  and SARs  of the  Corporation  that were  held by
     employees of the wireless operations at the spin-off date were replaced
     by  options and SARs  for common  shares of  spun-off operations.   The
     spun-off operations assumed liability for these replacement options and
     SARs.

     Certain information presented in this note is based on estimates, which
     are not expected to differ materially from actual amounts.


I.   DEBT AND LEASE OBLIGATIONS

     Long-term  obligations as  of December  31, 1995  and 1994,  consist of
     debentures of  $3,545 and  $4,047 million, respectively,  and corporate
     notes  of $1,279  and  $1,295 million,  respectively.   Maturities  and
     interest rates of long-term obligations follow:
                                                              December 31
                                                      --------------------
     Maturities and Interest Rates                          1995     1994   
     ---------------------------------------------------------------------
                                                     (Dollars in millions)

     1996                                   8.650%        $    -  $    15   
     1997                     8.990%  to   12.560%            69       71   
     1999                                   4.625%           100      100   
     2000                                   4.625%           125      125   
     2001-2043                6.000%  to    9.500%         4,530    5,031   
                                                          ----------------
                                                           4,824    5,342   
     Long-term capital lease obligations                      18       16  
     Unamortized discount - net of premium                  (105)    (461) 
                                                          ----------------
     Total long-term obligations                          $4,737   $4,897   
     =====================================================================

     At December 31,  1995, Pacific  Bell had remaining  authority from  the
     CPUC  to issue up to $1.25 billion of long- and intermediate-term debt.
     The proceeds may be used only to redeem maturing debt  and to refinance
     other  debt  issues.   Pacific Bell  had  remaining authority  from the
     Securities and Exchange Commission to issue up to $650 million of long-
     and  intermediate-term debt through a  shelf registration.  In February
     1996, Pacific Bell issued $250  million of intermediate-term debt under
     these authorities.  (See  Note N -  "Subsequent Events" on page  F-70.)
     In addition, PacTel Capital Resources, a wholly owned subsidiary of the
     Corporation, may  issue up to $192 million of medium-term notes through
     a shelf registration on file with the SEC.








                                    F-64








                                   <PAGE>


I.   DEBT AND LEASE OBLIGATIONS (Cont'd)

     As of December 31, 1995 and 1994, the weighted-average interest rate on
     total  short-term   borrowings  was  5.91  percent   and  7.0  percent,
     respectively.   Debt  maturing within  one year  in the  balance sheets
     consists  of  short-term  borrowings   and  the  portion  of  long-term
     obligations that matures within one year as follows:
                                                                 December 31
                                                               -------------
     (Dollars in millions)                                      1995    1994
     -----------------------------------------------------------------------
     Commercial paper...................................      $1,416    $  -
     Notes payable to banks.............................          95       2
                                                             ---------------
     Total short-term borrowings........................       1,511       2
     Current maturities of long-term obligations........          19     244
                                                             ---------------
     Total debt maturing within one year................      $1,530    $246
     =======================================================================
 
     Lines of Credit

     The Corporation  has various uncommitted  lines of credit  with certain
     banks.   These  arrangements do  not  require compensating  balances or
     commitment fees and,  accordingly, are subject  to continued review  by
     the lending institutions.  As of  December 31, 1995 and 1994, the total
     unused  lines   of  credit   available  were  approximately   $2.7  and
     $2.2 billion, respectively.


J.   FINANCIAL INSTRUMENTS 

     The   following  table  presents  the  estimated  fair  values  of  the
     Corporation's financial instruments:  

                                       December 31, 1995  December 31, 1994 
                                       -----------------  ----------------- 
                                               Estimated          Estimated 
                                       Carrying     Fair   Carrying    Fair
     (Dollars in millions)               Amount    Value     Amount   Value
     ----------------------------------------------------------------------
     Cash and cash equivalents.........  $   76   $   76     $  135  $  135
     Debt maturing within one year.....   1,530    1,530        246     246
     Deposit liabilities...............     358      358        305     305
     Long-term debt....................  $4,719   $5,021     $4,881  $4,729
     ======================================================================

     The  following methods and assumptions  were used to  estimate the fair
     values of each category of financial instrument:  

     The  fair values of cash and cash equivalents, debt maturing within one
     year,  and  deposit  liabilities  approximate  their  carrying  amounts
     because of the short-term maturities of these instruments.



                                    F-65








                                   <PAGE>


J.   FINANCIAL INSTRUMENTS (Cont'd)

     The fair  value of long-term debt issues was estimated based on the net
     present  value  of future  expected cash  flows, which  were discounted
     using  current  interest  rates.   The  carrying  amounts  include  the
     unamortized net discount.


     Off-Balance-Sheet Risk

     The Corporation holds an equity swap contract to hedge exposure to risk
     of market  changes related  to its  recorded liability  for outstanding
     employee  stock  options for  common stock  of spun-off  operations and
     associated  SARs. (See Note H  - "Stock Options  and Stock Appreciation
     Rights"  on  page F-62.)   The Corporation  plans  to make  open market
     purchases of the stock of spun-off operations to satisfy its obligation
     for options that are  exercised.  Off-balance-sheet risk exists  to the
     extent the market price of the stock of spun-off operations rises above
     the market  price reflected in the liability's  current carrying value.
     The equity  swap was entered into  to hedge this exposure  and minimize
     the  impact  of  market  fluctuations.     The  contract  entitles  the
     Corporation to receive settlement  payments to the extent the  price of
     the  common stock of spun-off operations rises above the notional value
     of $23.74  per share, but imposes an obligation to make payments to the
     extent the price declines  below this level.   The swap also  obligates
     the Corporation to make a monthly payment of a fee based on LIBOR.  The
     total notional amount of the  contract, $77 million as of December  31,
     1995, covers the approximate number of the options and SARs outstanding
     of  spun-off operations  on  that  date.    The  Corporation  plans  to
     periodically  adjust downward  the outstanding  notional amount  as the
     options and SARs are exercised.  The equity swap contract expires April
     1999.

     Both  the equity  swap and  the Corporation's  liability for  the stock
     options  and SARs  of spun-off  operations are  carried in  the balance
     sheet at their market  values, which were immaterial as of December 31,
     1995.   Gains  and  losses from  quarterly  market adjustments  of  the
     carrying  amounts substantially offset in results of operations.  As of
     December  31, 1995,  the accounting  loss that  would be  incurred from
     nonperformance  by the counterparty to the equity swap was $14 million.
     However,  the  Corporation does  not expect  to  realize any  loss from
     counterparty nonperformance.














                                    F-66








                                   <PAGE>


K.   RELATED PARTY TRANSACTIONS

     During  1993, the  Corporation made  net cash  investments in  spun-off
     operations  of  $356  million.    These  investments  included  capital
     contributions  to spun-off operations of $1,180 and are reported net of
     intercompany  borrowings  and repayments.    The  net investments  also
     reflect dividends received  from spun-off operations of $114 million in
     1993.   During 1993, spun-off operations  substantially repaid previous
     intercompany  borrowings  from the  Corporation,  which  reduced a  net
     balance receivable  from spun-off operations by $715  million. The 1993
     repayment by spun-off operations  was made primarily using proceeds  of
     the Corporation's  capital contributions.   A remaining  net receivable
     balance of $33 million was repaid in 1994.

     Miscellaneous  income of  the  Corporation for  1993 reflects  interest
     income  of  $20  million   from  intercompany  borrowings  by  spun-off
     operations.    The  borrowings   from  PacTel  Capital  Resources  were
     primarily  in the form of promissory notes bearing interest at variable
     rates, which averaged  6.1 percent during 1993.   In addition,  Pacific
     Telesis provided certain administrative services to spun-off operations
     and charged for these  services through 90 days following the  April 1,
     1994, spin-off date.

     A  separation   agreement  for  the  spin-off   provided  for  complete
     separation of  all  properties  of the  spun-off  operations  from  the
     Corporation.  The Corporation's  consolidated federal income tax return
     for 1994 included spun-off operations through the spin-off date.


L.   CAPITAL STOCK

     Shareowners

     As of January 31, 1995, the number of shareowners was 771,961.


     Preferred Stock

     The Corporation's Articles of Incorporation include a provision for the
     issuance  of up  to 50,000,000  preferred shares  (par value  $0.10 per
     share) in  one or  more series  with full or  limited voting  powers or
     without  voting powers,  and with  such designations,  preferences, and
     rights as the Board may determine.


     Treasury Stock

     From time to time, the Corporation purchases shares of its common stock
     and holds these shares as  treasury stock. Treasury stock that is  held
     may   be  reissued   later   in  connection   with  acquisitions,   the
     Corporation's shareowner dividend reinvestment and stock purchase  plan
     ("DRISPP"), and employee benefit plans.




                                    F-67








                                   <PAGE>


L.   CAPITAL STOCK (Cont'd)

     During  1995,  the  Corporation  reissued  4,369,507  treasury  shares,
     primarily in connection with the acquisition  of Cross Country Wireless
     Inc. ("CCW").  (See Note M - "Acquisition" on page F-70.)   During 1994
     and  1993,  respectively,  the   Corporation  reissued  1,006,122   and
     17,966,717  treasury shares in connection  with the DRISPP and employee
     benefit plans.  The greater amount of reissuances in 1993, $728 million
     (at cost), primarily reflects additional equity raised that year from a
     discounted  stock purchase offering under  the DRISPP.   As of December
     31, 1995, 4,392,923   shares  remained held as  treasury stock  pending
     their ultimate disposition.


     Employee Stock Ownership Trust

     All  matching employer  contributions  to the  Savings  Plans are  made
     through a  LESOP trust.  (See "Defined Contribution Plans" in Note F on
     page F-59.)   During  1989, Bankers  Trust Company,  as trustee  of the
     Pacific Telesis  Group Employee  Stock Ownership Plan  Trust, purchased
     13,900,000  of the  Corporation's  treasury  shares  at  a    price  of
     $691,052,400 in  exchange for a  promissory note from the  trust to the
     Corporation.   The  note payable  by the  trust is  not reflected  as a
     liability  of the  Corporation and  the  remaining cost  of unallocated
     trust  shares  is carried  as a  reduction  of shareowners'  equity (as
     "deferred compensation").  Principal  and interest on the note  is paid
     from employer contributions and dividends received by the trust.

     The following table summarizes the Corporation's expense each year from
     the  allocation of shares  held by the  LESOP trust to  the accounts of
     employees participating in the Savings Plans:

     (Dollars in millions)                                 1995   1994  1993
     -----------------------------------------------------------------------
     Total compensation and interest expense recognized*... $66    $60   $65
     Interest expense portion**............................  23     19    20
     Other information:
       Employer contributions to trust.....................  60     77    76
       Dividends received by trust......................... $44    $35   $30
     =======================================================================
     *   Determined using the shares-allocated  accounting method and  after
         being reduced by dividends paid on shares held by the trust.

     **  The Corporation's  LESOP interest  expense is  matched by  an equal
         amount  of interest income earned  on the promissory  note from the
         trust and reflected in miscellaneous income.










                                    F-68








                                   <PAGE>


L.   CAPITAL STOCK (Cont'd)

     Shares  held by  the LESOP  trust are  released for  allocation  to the
     accounts of  employees as  employer matching contributions  are earned.
     The following  table summarizes the  Corporation's shares  held by  the
     trust:
                                                              December 31
                                                       ---------------------
                                                            1995        1994
     -----------------------------------------------------------------------
     Shares allocated to employee accounts...........  8,238,685   9,142,067
     Shares committed to be allocated*...............    340,519     167,641
     Shares unallocated.............................. 11,228,756  11,420,334
                                                      ----------------------
     Total shares held by trust...................... 19,807,960  20,730,042
     =======================================================================
     * Represents employer  matching contributions earned by  employees, but
       not yet allocated to employee accounts.  

     Effective  with the April 1,  1994, spin-off, the  LESOP trust received
     one  share of  stock of  spun-off operations  for each  Pacific Telesis
     Group share held.  During 1994, the trust sold the  shares of the spun-
     off  operations it received on unallocated shares using the proceeds to
     purchase  Pacific Telesis  Group shares.   In  addition, shares  of the
     spun-off operations received  for allocated trust  shares were used  to
     purchase Pacific Telesis Group shares  except for employees who elected
     to retain and  transfer their  shares of the  spun-off operations  from
     their savings match account to another investment fund.  The  number of
     trust  shares  increased  by 7,887,851  shares  as  a  result of  these
     transactions.

     Statement  of Position  93-6 ("SOP  93-6"), "Employers'  Accounting for
     Employee  Stock Ownership Plans,"  issued by the  American Institute of
     Certified Public Accountants, established  new accounting rules for new
     LESOP  shares.   As allowed  by specific  provisions  of SOP  93-6, the
     Corporation continues to follow  the prior rules in accounting  for the
     LESOP trust.


     Shareowner Rights Plan

     During 1989, the Board adopted a  shareowner rights plan to enhance its
     ability to  protect the  shareowners' interests  if the Corporation  is
     faced with a hostile acquisition proposal. Under the terms of the plan,
     shareowners of record as  of October 10,  1989, received one right  for
     each  share  of  the Corporation's  common  stock  held  on that  date.
     Initially, the  rights are not exercisable and trade automatically with
     the  Corporation's common stock.   If a takeover  attempt occurred that
     satisfied  the  tests described  in the  plan,  each right  (except for
     rights held by the person or group making that takeover  attempt) would
     become the right to  purchase common stock at one-half  its then market
     value  (or,  at  the Board's  discretion,  could  be  exchanged for  an
     additional share of  common stock).  The rights do  not have any voting
     rights, may be redeemed under certain circumstances at $0.01 per right,
     and expire on October 10, 1999.

                                    F-69








                                   <PAGE>


M.   ACQUISITION

     In July  1995, the Corporation acquired 100 percent of the stock of CCW
     to provide wireless  television service  in Southern  California.   The
     acquisition was  accounted for by  the purchase  method of  accounting.
     The  Corporation now has  existing wireless cable  operations with over
     40,000 video customers in Riverside,  California and holds licenses and
     rights  to  provide  wireless  video services  in  Los Angeles,  Orange
     County,  and San  Diego.   The  transaction  involved the  exchange  of
     approximately $120 million of  Pacific Telesis Group treasury stock, or
     about  4.4 million shares,  for  the outstanding  stock  of CCW.    The
     Corporation also assumed  approximately $55 million of  CCW debt, which
     was  retired   during  the  third  quarter  of  1995.  (See  Note  O  -
     "Commitments  and Contingencies"  below, under  "Purchase Commitments",
     for  a  discussion of  plans to  acquire  other companies  that provide
     wireless video services.)


N.   SUBSEQUENT EVENTS

     Trust Originated Preferred Securities ("TOPrS") 

     On October 17, 1995, Pacific Telesis Financing  I, II, and III (the    
     "Trusts")  were established as Delaware statutory business trusts.  All
     of  the common securities of the Trusts  will be directly or indirectly
     owned by  the Corporation.   In October  1995, the Corporation  and the
     Trusts filed a shelf registration with the SEC to sell up to $1 billion
     of  TOPrS to  the public. In  January 1996,  the Corporation  sold $500
     million of 7.56 percent TOPrS through Pacific Telesis Financing I.  The
     20 million shares of TOPrS are priced  at $25 per share, have a 30-year
     maturity, an extension  option, and are callable in five  years at par.
     The proceeds  were used to  reduce the  Corporation's commercial  paper
     outstanding.   

     TOPrS are subject to a guarantee  from the Corporation.  Each Trust was
     formed  for  the  exclusive  purpose of  issuing  preferred  and common
     securities representing  undivided beneficial interests  in the  Trusts
     and  investing the  proceeds  from  the  sale  of  TOPrS  in  unsecured
     subordinated debt securities  of the  Corporation.  As  of January  31,
     1996, the sole asset of Pacific Telesis Financing I consisted of $515.5
     million in  principal  amount  of  the Subordinated  Debenture  of  the
     Corporation.


     Debt Issuance

     In February 1996,  Pacific Bell  issued $250 million  of 5.875  percent
     debentures due February  15, 2006.  The debentures may  not be redeemed
     prior  to maturity.  The proceeds from  the sale of the debentures were
     used to  reduce  short-term  debt  incurred to  retire  Pacific  Bell's
     debentures totaling approximately $500 million in December 1995.





                                    F-70








                                   <PAGE>


O.   COMMITMENTS AND CONTINGENCIES

     Purchase Commitments

     In  November 1995,  the  Corporation reached  an  agreement to  acquire
     Wireless  Holdings, Inc. and Videotron Bay Area, Inc. for approximately
     $120  million of the Corporation's  common stock and  the assumption of
     approximately $55 million  of debt.  The transaction is not expected to
     close until the second quarter  of 1996 and is subject to  approvals by
     regulators and the owners of the companies to be acquired.

     In  December 1994, Pacific  Bell contracted for  the purchase of  up to
     $2 billion of  Advanced Communications  Network facilities, which  will
     incorporate  emerging  technologies.    Pacific Bell  is  committed  to
     purchase  these facilities  in 1998  if they  meet certain  quality and
     performance criteria.   Management  expects the  purchase amount to  be
     less than $1 billion in 1998.

     Pacific Bell  has purchase commitments of about  $274 million remaining
     in connection  with its previously  announced program for  deploying an
     all digital switching platform with ISDN and SS-7 capabilities.


     Purchase Options

     In June 1990,  Prime Cable  of Chicago, Inc.  ("Prime Cable")  acquired
     certain  Chicago  cable  television  properties  from  Group  W.    The
     Corporation, through  its PTCB subsidiary, holds options  to purchase a
     75 percent  interest in Prime Cable.   TC Cable,  Inc. ("TC Cable") now
     holds this interest.  PacTel Capital Funding, a wholly owned subsidiary
     of the Corporation, has guaranteed bank  financing used by TC Cable and
     its  parent corporation to acquire this interest.  The guarantees cover
     initial loan amounts of $60 million as well as interest accruing on the
     loans, which  will be added to  the outstanding loan balances  up to an
     aggregate  of $136 million.   In  management's opinion,  the likelihood
     that  the Corporation will be required to  pay principal or interest on
     this debt under these guarantees is remote.


     Revenues Subject to Refund

     In 1992, the CPUC  issued a decision adopting, with  modification, SFAS
     106  for regulatory accounting purposes.  Annual price cap decisions by
     the CPUC granted  Pacific Bell  approximately $100 million  in each  of
     the years 1993-1996  for partial  recovery of higher  costs under  SFAS
     106.   However, the  CPUC in  October 1994 reopened  the proceeding  to
     determine the criteria for exogenous cost treatment and whether Pacific
     Bell should  continue to recover  these costs.   The CPUC's  order held
     that  related revenues collected after October 12, 1994, are subject to
     refund plus interest.   Related revenues totaled about $122  million at
     December 31,  1995.  Management believes  postretirement benefits costs
     are  appropriately recoverable in Pacific  Bell's price cap filings. It
     is possible that the CPUC could decide this issue in the near term, and
     that the decision could have a material adverse effect on Pacific Bell.


                                    F-71








                                   <PAGE>

O.   COMMITMENTS AND CONTINGENCIES (Cont'd)

     Property Tax Investigation

     In 1992, a settlement agreement was  reached between the State Board of
     Equalization, all California counties,  the State Attorney General, and
     28 utilities,  including Pacific  Bell, on  a specific  methodology for
     valuing utility property for property tax purposes.  The CPUC opened an
     investigation to determine if any resulting property tax savings should
     be returned  to customers.  Intervenors  have asserted that as  much as
     $20 million  of annual  property tax  savings should  be treated  as an
     exogenous cost  reduction in Pacific  Bell's annual price  cap filings.
     These intervenors  have also  asserted that  past property  tax savings
     totaling  as much  as $60 million  plus interest should  be returned to
     customers.    Management believes  that,  under  the CPUC's  regulatory
     framework,  any  property  tax savings  should  be  treated  only as  a
     component  of the  calculation of  shareable earnings.   In  an Interim
     Opinion issued in June 1995, the CPUC decided to defer a final decision
     on  this matter pending resolution  of the criteria  for exogenous cost
     treatment  under  its regulatory  framework.   The  criteria  are being
     considered in  a separate  proceeding initiated  for  rehearing of  the
     CPUC's  postretirement benefits other  than pensions decision discussed
     above.  It  is possible that the  CPUC could decide  this issue in  the
     near term, and  that the decision could have  a material adverse effect
     on Pacific Bell.


P.   COMPETITIVE RISK

     The Telephone Companies are  facing increasing competition for existing
     and  new   services.  Currently,  competitors   primarily  consist   of
     interexchange  carriers, competitive  access  providers,  and  wireless
     companies.   Pacific Bell also faces  competition from cable television
     companies and others. 

     In 1995, the CPUC authorized toll services competition and also ordered
     Pacific Bell  to offer  expanded interconnection to  competitive access
     providers.     Effective  January 1,  1996,  the CPUC  authorized local
     exchange competition.   Local exchange competition may also affect toll
     and access revenues, as well as local service revenues, since customers
     may  select a  competitor  for all  their telecommunications  services.
     Local exchange  competition may also  affect other service  revenues as
     Pacific Bell  Directory  will  have  to  acquire  listings  from  other
     providers for its products, and competing directory publishers may ally
     themselves with other telecommunications providers.

     The unique  characteristics of the California market  make Pacific Bell
     vulnerable  to  competition.   Pacific  Bell's  business and  residence
     revenues  and  profitability  are  highly concentrated  among  a  small
     portion  of its customer base  and geographic areas.   Competitors need
     only  serve selected portions of Pacific Bell's service area to compete
     for the majority of  its business and residence usage  revenues.  High-
     margin  customers are  clustered  in high  density  areas such  as  Los
     Angeles and Orange  County, the San Francisco Bay Area,  San Diego, and
     Sacramento. Competitors  are expected  to target the  high-usage, high-
     profit customers.

                                    F-72








                                   <PAGE>


P.   COMPETITIVE RISK (Cont'd)

     As  in  California,   Nevada  Bell's  market  is   also  vulnerable  to
     competition  and competitors  are  expected to  target the  high-usage,
     high-profit customers.  These customers are geographically concentrated
     in the Reno/Sparks metropolitan area and business parks.


Q.   ADDITIONAL FINANCIAL INFORMATION
                                                              December 31
                                                       ---------------------
     (Dollars in millions)                                  1995       1994 
     -----------------------------------------------------------------------
     Prepaid expenses and other current assets:
       Prepaid directory expenses..................    $     320    $   328 
       Miscellaneous prepaid expenses...............          38         33 
       Notes and other receivables..................         101        115 
       Inventory and supplies.......................          58         60 
       Current deferred tax benefits................         300        458 
       PCS auction deposit..........................           -         56 
       Deferred compensation trusts.................         152        124 
       Other........................................          33         32 
                                                       ---------------------
     Total..........................................   $   1,002    $ 1,206 
     =======================================================================
     Property, plant, and equipment - net:
       Land and buildings...........................   $   2,758    $ 2,625 
       Cable and conduit............................      11,175     10,818 
       Central office equipment.....................       9,562      9,598 
       Furniture, equipment, and other..............       2,917      2,948 
       Construction in progress.....................         810        576 
                                                       ---------------------
                                                          27,222     26,565 
       Less accumulated depreciation................     (15,837)   (10,451)
                                                       ---------------------
     Total..........................................   $  11,385    $16,114 
     =======================================================================
     Deferred charges and other noncurrent assets:
       PCS licenses and costs.......................      $   730   $     - 
       Investment in Bellcore.......................           27        28 
       Other........................................        1,116     1,099 
                                                       ---------------------
     Total..........................................      $ 1,873   $ 1,127 
     =======================================================================












                                    F-73








                                   <PAGE>


Q.   ADDITIONAL FINANCIAL INFORMATION (Cont'd)
                                                             December 31
                                                          ----------------
     (Dollars in millions)                                 1995      1994 
     ---------------------------------------------------------------------
     Accounts payable and accrued liabilities:
       Accounts payable:
         Trade.....................................      $  753    $  720 
         Payroll...................................          56        47 
         Checks outstanding........................         302       336 
         Other:
           Incentive awards payable................         200       237 
           Other...................................         429       139 
       Interest accrued............................         124       136 
       Advance billing and customers' deposits.....         339       292 
                                                        ------------------
     Total.........................................     $ 2,203   $ 1,907 
     =====================================================================
     Other current liabilities:
       Accrued compensated absences................     $   278   $   287 
       Dividends payable...........................         234       231 
       Restructuring reserves......................         311       554 
       Other.......................................          85       258 
                                                        ------------------
     Total.........................................     $   908   $ 1,330 
     =====================================================================
     Other noncurrent liabilities and deferred credits:
       Unamortized investment tax credits..........     $   292   $   473 
       Accrued pension cost liability..............       1,170       879 
     Restructuring reserves........................          15       386 
       Accrued postretirement benefit obligation...       2,281     2,322 
       Other.......................................         515       793 
                                                         -----------------
     Total.........................................     $ 4,273   $ 4,853 
     =====================================================================





















                                    F-74








                                   <PAGE>


Q.   ADDITIONAL FINANCIAL INFORMATION (Cont'd)
                                                         For the Year Ended
                                                              December 31
                                                      ----------------------
     (Dollars in millions)                            1995     1994    1993 
     -----------------------------------------------------------------------
     Other service revenues:
       Directory Advertising......................  $1,031   $1,003  $1,007 
       Other......................................     517      425     397 
                                                    ------------------------
     Total........................................  $1,548   $1,428  $1,404 
     =======================================================================
     Interest expense:
       Gross interest expense.....................  $  480   $  455  $  509 
       Less capitalized interest..................     (38)       -       - 
                                                    ------------------------
     Net interest expense.........................  $  442   $  455  $  509 
     =======================================================================
     Miscellaneous income/(expense):
       Interest income............................  $   62   $   29  $   27 
       Other......................................     (20)      26      21 
                                                    ------------------------
     Total........................................  $   42   $   55  $   48 
     =======================================================================
     Advertising expense*.........................  $   97   $   99  $   63 
     =======================================================================
     CASH PAYMENTS FOR:
     Interest.....................................  $  492   $  442  $  514 
     Income taxes.................................  $  530   $  737  $  771 
     =======================================================================
     NON-CASH TRANSACTIONS:
     Treasury shares issued in lieu of cash 
       dividends under shareowner dividend 
       reinvestment plan..........................  $    -   $   17  $  143 
     Spin-off stock distribution..................  $    -   $2,901  $    - 
     Acquisition of CCW (See Note M - "Acquisition" 
       on page F-70)..............................
     Treasury shares issued.......................  $  117   $    -  $    - 
     Debt assumed.................................  $   55   $    -  $    - 
     =======================================================================
     *  Restated.















                                    F-75








                                   <PAGE>

Q.   ADDITIONAL FINANCIAL INFORMATION (Cont'd)

     Major Customer

     Substantially  all of  the Corporation's  operating revenues  were from
     telecommunications and information services.   Approximately 9 percent,
     11 percent, and 11 percent of these revenues were earned in 1995, 1994,
     and 1993, respectively, for  services provided to AT&T Corp.   No other
     customer accounted for more than 10 percent of revenues.

     -----------------------------------------------------------------------
     QUARTERLY FINANCIAL DATA
     (Unaudited)
                             (Dollars in millions, except per share amounts)
                             -----------------------------------------------
     1995                                   First   Second    Third   Fourth
     -----------------------------------------------------------------------
     Operating revenues..................  $2,254   $2,231  $ 2,275   $2,282
     Operating income....................     490      518      530      473
     Earnings (loss):
       Income before extraordinary item..     282      260      275      231
       Extraordinary item................       -        -   (3,360)       -
     Net income (loss)...................  $  282   $  260  $(3,085)  $  231

     Earnings (loss) per share:
       Income before extraordinary item..  $ 0.67   $ 0.61  $  0.64   $ 0.54
       Extraordinary item................       -        -    (7.86)       -
     Net income (loss)...................  $ 0.67   $ 0.61  $ (7.22)  $ 0.54
     -----------------------------------------------------------------------
     1994                                   First   Second    Third   Fourth
     -----------------------------------------------------------------------
     Operating revenues..................  $2,294   $2,256  $ 2,329   $2,356
     Operating income....................     548      547      603      496
     Earnings:
       Income from continuing operations.     282      278      314      262
       Income from spun-off operations...      23        -        -        -
     Net income..........................  $  305   $  278  $   314   $  262

     Earnings per share:
       Income from continuing operations.  $ 0.67   $ 0.65  $  0.74   $ 0.62
       Income from spun-off operations...    0.05        -        -        -
     Net income..........................  $ 0.72   $ 0.65  $  0.74   $ 0.62
     =======================================================================

     Third quarter 1995 results reflect an after-tax extraordinary charge as
     a  result of  Pacific Bell's  discontinuance of  regulatory accounting.
     (See Note  C - "Discontinuance of  Regulatory Accounting -  SFAS 71" on
     page F-51.)

     Second quarter 1994 results reflect an after-tax charge of $29 million,
     or $0.07 per share, resulting from a CPUC refund order.

     First quarter  1994 operating  revenues, operating income,  and certain
     other  data  exclude spun-off  operations  from continuing  operations.
     (See Note B - "Spun-off Operations" on page F-49.)


                                    F-76








                                   <PAGE>


                                  APPENDIX
                                  --------

GRAPHIC AND IMAGE MATERIAL


Following  is a description of the stock performance chart under the heading
"Performance Graph" on page 19, entitled "Comparison of Five-Year Cumulative
Total Return for Pacific Telesis  Group, the Six Other RHCs* and the S&P 500
Index."  This information is depicted in a line graph, and the left vertical
axis  indicates the  dollar  range.   The  lowest value  for  this range  is
$100.00,  and it  increases in  $50 increments  to the  top listed  value of
$250.00.  The horizontal axis shows the time period beginning  with the year
1990,  followed by five consecutive year intervals  ending in 1995.  Pacific
Telesis  Group, represented  by a  solid  bold line,  reflects the following
values:  1990 - $100; 1991 -  $104;  1992 - $108; 1993 - $138; 1994 -  $132;
and 1995 - $167.   The Six RHCs, represented by a  short bold dash, reflects
the  following values:  1990 - $100, 1991  - $106; 1992 - $119; 1993 - $138;
1994 - $134; and 1995 - $207.  The S&P 500 Index, represented by a long thin
dash, reflects the following values: 1990 - $100;  1991 - $130; 1992 - $140;
1993 - $154; 1994 - $156; and 1995 - $215.  
 --------------------------------------------------------------------------
*    The six RHC's include Ameritech Corporation, Bell Atlantic Corporation,
     BellSouth Corporation,  NYNEX Corporation, SBC Communications  Inc. and
     the  combined U.S. West Communications Group and U.S. West Media Group.








































































































                                   <PAGE>

                       A D M I S S I O N   T I C K E T

Annual Meeting of Shareowners
May 2, 1996
San Jose Scottish Rite Center                           M A P   H E R E     
2455 Masonic Drive
San Jose, California

Doors Open at 9:30 A.M.
Meeting Begins at 10:00 A.M.

DIRECTIONS

FROM NORTH BAY, SAN FRANCISCO OR PENINSULA:

From I-280 South, exit at 87 Guadalupe Pkwy
South (far right lane).  Continue on Guadalupe
Pkwy South and exit at Curtner Ave.  Turn right 
on Curtner and get immediately in the left lane.
Turn left on Canoas Garden Ave.  Go one block to
Masonic Dr. and turn right.

From Hwy 101 South, exit at 87 Guadalupe Pkwy
South.  Continue South on Guadalupe Pkwy through
Downtown San Jose and exit at Curtner Ave.  
Turn right on Curtner and get immediately in
the left lane.  Turn left on Canoas Garden Ave.
Go one block to Masonic Dr. and turn right.

FROM EAST BAY:

Take I-680 South, exit at 87 Guadalupe Pkwy South.
Continue on Guadalupe Pkwy South and exit at
Curtner Ave.  Turn right on Curtner and get
immediately in the left lane. Turn left on Canoas
Garden Ave.  Go one block to Masonic Dr. and turn right.

From I-880 South, take Hwy 101 South. Take I-280
North, exit at 87 Guadalupe Pkwy South. 
Continue on Guadalupe Pkwy South and exit at                      
Curtner Ave.  Turn right on Curtner and get
immediately in left lane. Turn left on Canoas
Garden Ave.  Go one block to Masonic Dr. and turn right.

                                                 Please present this ticket 
                                             for admittance of shareowner(s)
                                               named on reverse and a guest.

                           DETACH PROXY CARD HERE
 ............................................................................
















                                   <PAGE>



                                                             PACIFIC*TELESIS
                                                             Group          

PROXY/VOTING INSTRUCTION CARD



THIS PROXY  IS SOLICITED ON BEHALF OF THE  BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MAY 2, 1996.  

The  undersigned hereby appoints Philip  J. Quigley, William  E. Downing and
Richard W.  Odgers, and  each of them,  as proxies,  each with the  power to
appoint his substitute, and  hereby authorizes them to represent and to vote
as designated herein all the shares of Common Stock of Pacific Telesis Group
represented hereby and held of record by the undersigned on March 3, 1996 at
the Annual Meeting of  Shareowners to be held at the  San Jose Scottish Rite
Center, 2455  Masonic  Drive,  San Jose,  California,  on May  2,  1996,  at
10:00 a.m., or any adjournments thereof, upon all subjects that may properly
come  before the  meeting,  including the  matters  described in  the  proxy
statement furnished herewith.   THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE
VOTED IN  THE MANNER DIRECTED  HEREIN BY THE  UNDERSIGNED SHAREOWNER  AND IN
ACCORDANCE WITH THE DETERMINATION OF THE  NAMED PROXIES, AND ANY OF THEM, ON
ANY  OTHER MATTERS THAT  MAY PROPERLY COME  BEFORE THE MEETING.   This proxy
also provides voting instructions for shares held in the Shareowner Dividend
Reinvestment and  Stock Purchase Plan  and, if registrations  are identical,
shares held in the various  employee savings and benefit plans described  in
the  proxy  statement.    IF THIS  PROXY  IS  SIGNED AND  RETURNED  AND   NO
DIRECTIONS  ARE GIVEN, THIS  PROXY WILL  BE VOTED "FOR"  ITEMS A  AND B, AND
"AGAINST" ITEMS C AND D SHOWN ON THE REVERSE OF THIS CARD, AND IN ACCORDANCE
WITH  THE DETERMINATION OF THE NAMED PROXIES, AND  ANY OF THEM, ON ANY OTHER
MATTERS THAT MAY  PROPERLY COME BEFORE THE  MEETING.  (If you have  made any
comments on this  side of  the card,  please mark  the comments  box on  the
reverse of this card.)

  Your vote is important.  Please sign and date on the reverse and promptly
     return c/o Boston Equiserve, P.O. Box 9018, Boston, MA 02205-8650.




























                                   <PAGE>

                                                             PACIFIC*TELESIS
                                                             Group          

March 15, 1996



Dear Shareowner:


It is  a pleasure  to  invite you  to Pacific  Telesis  Group's 1996  Annual
Meeting of  Shareowners, our twelfth  Annual Meeting.   The meeting  will be
held on  May 2, 1996, at  the San  Jose Scottish Rite  Center, 2455  Masonic
Drive, San Jose, California.

I hope you  will be able to join  us to review the  year and take a  look at
what  the future holds  for the Corporation.   An Assistive Listening System
will be available and an American Sign Language interpreter will  be present
at the  meeting to assist  shareowners with impaired  hearing.  The  meeting
location is also  accessible to wheelchairs.   IF YOU  DO ATTEND, PLEASE  BE
SURE TO BRING THE ADMISSION TICKET THAT APPEARS  ON THE REVERSE SIDE OF THIS
LETTER.

Whether or  not you plan  to be  at the  meeting, it is  important that  you
exercise your  right to  vote  as a  shareowner  of Pacific  Telesis  Group.
PLEASE VOTE  YOUR PREFERENCES ON THE  PROXY CARD BELOW, DETACH  IT FROM THIS
LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

I look forward to seeing you at the meeting, and on behalf of the management
and  directors of  Pacific  Telesis Group,  I  want to  thank  you for  your
continued support and confidence in 1996.


Sincerely,




Philip J. Quigley
Chairman of the Board




                         Admission Ticket on Reverse
                           Detach Proxy Card Here
 ............................................................................



















                                   <PAGE>

                          X    Please mark votes as in this example.
                       -------
                       ----------------------------------------------------
                                Directors Recommend a Vote  "FOR"
                       ----------------------------------------------------
                       Director Nominees are:

                       G. F. Amelio, F. C. Herringer and L. E. Platt

                                                FOR    WITHHOLD
                       A.    Election of
                             All Directors
                                              -------  ---------
                             FOR ALL
                             EXCEPT:        -----------------------------

                                              FOR    AGAINST    ABSTAIN
                       B.    Ratification
                             of Auditors
                                            -------  --------  ----------

                       ---------------------------------------------------
                              Directors Recommend a Vote "AGAINST"
                       ---------------------------------------------------
                                              FOR    AGAINST    ABSTAIN

                       C.    Proposal 
                             Regarding
                             Directory Paper 
                             Procurement 
                             Practices      -------  --------  ---------

                       D.    Proposal
                             Regarding
                             Director
                             Compensation   -------  --------  ---------

                       Please see comments           --------

                       Please keep my
                       vote confidential             --------

                       Will attend meeting           --------

                       Discontinue duplicative
                       Summary Annual Report         --------

                       Comments:
                                      -------------------------------------

















                                   <PAGE>





                PLEASE SIGN THIS PROXY AND RETURN IT PROMPTLY WHETHER OR NOT
                YOU   PLAN  TO  ATTEND  THE  MEETING.    If  signing  for  a
                corporation  or  partnership,  or  as agent,    attorney  or
                fiduciary, indicate  the capacity in which  you are signing.
                If you do attend the meeting  and decide to vote by  ballot,
                such vote will supersede  this proxy.  Sign here  as name(s)
                appears at left.


                SIGNATURE________ DATE_____   SIGNATURE_________ DATE_____ 




















































































































                                   <PAGE>

                                                             PACIFIC*TELESIS
                                                             Group          


PROXY/VOTING INSTRUCTION CARD



 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
                           MEETING ON MAY 2, 1996.

The  undersigned hereby appoints Philip  J. Quigley, William  E. Downing and
Richard W.  Odgers, and  each of them,  as proxies, each  with the  power to
appoint his  substitute, and hereby authorizes them to represent and to vote
as designated herein all the shares of Common Stock of Pacific Telesis Group
held of record by the undersigned on March 3, 1996, at the Annual Meeting of
Shareowners to  be held at the  San Jose Scottish Rite  Center, 2455 Masonic
Drive,  San  Jose,  California, on  May  2,  1996,  at  10:00 a.m.,  or  any
adjournments  thereof, upon all subjects  that may properly  come before the
meeting, including the  matters described in  the proxy statement  furnished
herewith.  THIS  PROXY, WHEN PROPERLY EXECUTED, WILL BE  VOTED IN THE MANNER
DIRECTED HEREIN BY  THE UNDERSIGNED  SHAREOWNER AND IN  ACCORDANCE WITH  THE
DETERMINATION OF  THE NAMED PROXIES, AND  ANY OF THEM, ON  ANY OTHER MATTERS
THAT MAY  PROPERLY COME BEFORE  THE MEETING.   IF THIS  PROXY IS SIGNED  AND
RETURNED AND NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS A
and B AND "AGAINST" ITEMS C AND D SHOWN ON THE REVERSE OF THIS CARD, AND  IN
ACCORDANCE WITH THE DETERMINATION OF THE  NAMED PROXIES, AND ANY OF THEM, ON
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.






































                                   <PAGE>

                          X    Please mark votes as in example.
                       -------


                     -----------------------------------------------------
                                Directors Recommend a Vote "FOR"
                     -----------------------------------------------------

                     Director Nominees are:

                     G. F. Amelio, F. C. Herringer and L. E. Platt



                                             FOR    WITHHOLD
                       A.  Election of
                           All Directors
                                          -------   --------
                           FOR ALL
                           EXCEPT:        -----------------------------


                                            FOR    AGAINST    ABSTAIN
                       B.  Ratification
                           of Auditors
                                          -------  --------  ----------

                     ----------------------------------------------------
                              Directors Recommend a Vote "AGAINST"
                     ----------------------------------------------------

                     C.    Proposal 
                           Regarding
                           Directory Paper 
                           Procurement 
                           Practices      -------  --------  ---------

                     D.    Proposal
                           Regarding
                           Director
                           Compensation   -------  --------  ---------


                     ----------------------------------------------------

               PLEASE  SIGN THIS PROXY AND RETURN IT PROMPTLY WHETHER OR NOT
               YOU PLAN TO ATTEND THE MEETING.  If signing for a corporation
               or  partnership,  or  as  an agent,  attorney  or  fiduciary,
               indicate the capacity in which you are signing.

               Signature ________________________  Date________

               Signature ________________________  Date________















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