PACIFIC TELESIS GROUP, RW, 1996-12-06

PACIFIC TELESIS GROUP
RW, 1996-12-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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                                    <PAGE>




December 5, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549


         Re:  Pacific Telesis Group - Form S-4 Registration Statement
             -------------------------------------------------------

Ladies and Gentleman:

Pursuant  to Rule 477(b)  of the Securities  Act of 1933,  as amended, Pacific
Telesis Group hereby  requests withdrawal of  its Registration Statement  (No.
333-14963) on Form S-4.  The acquisition covered by the Registration Statement
has  been terminated  and, accordingly,  the Registration  Statement is  being
withdrawn.  Please advise us as to the effectiveness of the withdrawal as soon
as possible.


Very truly yours,



/s/ Elizabeth K. Roemer
Elizabeth K. Roemer
Senior Counsel


cc:  Christopher A. Jiongo
(Room 3157, Mail Stop 3-10
Fax No. 202/942-9544