<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 1-8609
PACIFIC TELESIS GROUP
______________________________________________________________________
(Exact name of registrant as specified in its charter)
130 Kearny Street, San Francisco, California 94108
(415) 394-3000
______________________________________________________________________
(Address, including zip code, and telephone number, including area code, of
registrant s
principal executive offices)
Common Stock, par value $0.10 per share
Rights to Purchase Series A Participating Preferred Stock,
par value $0.10 per share
Subordinated Debt Securities, Back-up Undertakings and
Guarantees of Pacific Telesis Group in connection with the
Preferred Securities of Pacific Telesis Financing III
______________________________________________________________________
(Title of each class of securities covered by this Form)
Subordinated Debt Securities, Back-up Undertakings and
Guarantees of Preferred Securities of Pacific Telesis Group
in connection with the Preferred Securities of
Pacific Telesis Financing I and Pacific Telesis Financing II
______________________________________________________________________
(Titles of all other classes of securities for which a duty to file
reports under Section 13(a) or 15(d) remains)
<PAGE>
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4 (a) (1) (i) [ ] Rule 12h-3 (b) (1) (ii)[ ]
Rule 12g-4 (a) (1) (ii) [ ] Rule 12h-3 (b) (2) (i)[ ]
Rule 12g-4 (a) (2) (i) [ ] Rule 12h-3 (b) (2) (ii)[ ]
Rule 12g-4 (a) (2) (ii) [ ] Rule 15d-6 [ ]
Rule 12h-3 (b) (1) (i) [X]
Approximate number of holders of record as of the
certificate or notice date: 1
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.
Dated: May 13, 1997
PACIFIC TELESIS GROUP
By: /s/ R. W. Odgers
R. W. Odgers
Executive Vice President-
General Counsel, and
External Affairs
