PACIFIC TELESIS GROUP
15-12B, 1999-05-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  UNITED STATES
                       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
UNDERSECTION 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                    Commission File Number:               1-8609

                 PACIFIC TELESIS GROUP SUPPLEMENTAL RETIREMENT
        AND SAVINGS PLAN FOR SALARIED AND NONSALARIED EMPLOYEES (LESOP)
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            175 E. Houston St., San Antonio, Texas, (210) 821-4105
- -------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                 Plan Interests
- -------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)
                                     None
- -------------------------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                  reports under section 13(a) or 15(d) remains)

      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)  (i) |X| Rule 12h-3 (b)(3)|_|
Rule 12g-4 (a)  (1)(ii)  |_|  Rule 12h-3  (b) (1)  (ii)|_|
Rule 12g-4 (a)  (2)(i)   |_|  Rule 12h-3  (b) (2)  (i) |_|
Rule 12g-4 (a)  (2)(ii)  |_|  Rule 12h-3  (b) (2)  (ii)|_|
                              Rule 15d-6               |_|

      Approximate  number of holders of record as of the certification or notice
      date:
      None
- -------------------------------------------------------------------------------

      Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,
Pacific  Telesis  Group  supplemental  Retirement  and Savings Plan for Salaried
Employees has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

      Date:5/24/99   By: /s/ Karen Jennings

                     Name: Karen Jennings
                     Title: Senior Vice President - Human Resources

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

SEC 2069 (8-93)



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