Exhibit 3a

                          ARTICLES OF INCORPORATION

                                      OF

                            PACIFIC TELESIS GROUP








                      Originally Filed October 26, 1983






                                   Amended:

                                 May 18, 1987
                               August 28, 1987
                                June 17, 1988
                                March 31, 1997


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                          ARTICLES OF INCORPORATION

                                      OF

                            PACIFIC TELESIS GROUP


                         (As Amended March 31, 1997)


FIRST:            The name of the corporation is PACIFIC TELESIS GROUP.

SECOND:           The  principal  office  of the  corporation  in the State of
                  Nevada is located  at  645 East  Plumb  Lane,  Reno,  Washoe
                  County,   Nevada  89502.   The  name  and   address  of  its
                  resident  agent  is  R. G. Mitchell,  645 East  Plumb  Lane,
                  Reno, Nevada  89502.  (As amended August 28, 1987)

THIRD:            The corporation may engage in any lawful activity.

FOURTH:           The aggregate  number of shares that the  Corporation  shall
                  have  the  authority  to issue is  1,000  shares  of  Common
                  Stock,  par value  $1.00 per share.  (As  amended  March 31,
                  1997)

FIFTH:            The governing  board of this  corporation  shall be known as
                  the board of  directors  and its  members  shall be known as
                  directors,  and the  number  of  directors  may from time to
                  time be increased or  decreased by  resolution  of the board
                  of directors. (As amended March 31, 1997)

SIXTH:            The  capital  stock,  after the  amount of the  subscription
                  price, or par value,  has been paid in, shall not be subject
                  to assessment.


SEVENTH:          The   name  and  post   office   address   of  each  of  the
                  incorporators  signing the articles of incorporation  are as
                  follows:

                  Robert Dalenberg  140 New Montgomery Street
                                          San Francisco, CA 94105

                  Norah S. Freitas        140 New Montgomery Street
                                          San Francisco, CA  94105

                  Terry Michael Kee 225 Bush Street
                                          San Francisco, CA  94104

EIGHTH:           The corporation is to have perpetual existence.

NINTH:            The   stockholders   of  the   corporation   shall  have  no
                  preemptive  right to  acquire  unissued  shares or  treasury
                  shares of the corporation or securities  convertible into or
                  exercisable for such shares.

TENTH:            The  corporation  shall indemnify any person who was or is a
                  party  or  is   threatened   to  be  made  a  party  to  any
                  threatened,   pending   or   completed   action,   suit   or
                  proceeding,  whether  civil,  criminal,   administrative  or
                  investigative,  by reason of the fact that such person is or
                  was a director or officer of the  corporation,  or is or was
                  serving at the  request of the  corporation  as a  director,
                  officer,   employee   or  agent  of   another   corporation,
                  partnership,  joint venture,  trust or other enterprise,  or
                  as  a  fiduciary  of  an  employee   benefit  plan  of  this
                  corporation  or of a wholly  owned  subsidiary  corporation,
                  against  expenses  incurred in connection  with such action,
                  suit or proceeding,  including  attorneys' fees,  judgments,
                  fines and  amounts  paid in  settlement,  to the  extent not
                  prohibited by law,  state or federal.  Expenses  incurred in
                  defending  any  such  proceeding  may  be  advanced  by  the
                  corporation  prior to the final  disposition of such action,
                  suit or proceeding  upon receipt of an  undertaking to repay
                  such amount  unless it shall be determined  ultimately  that
                  the person is entitled  to be  indemnified  hereunder.  This
                  Article  TENTH may not be  repealed  or amended  without the
                  affirmative  vote  of  at  least  sixty-six  and  two-thirds
                  percent  (66-2/3  %) of  the  voting  power  of  the  shares
                  entitled to vote thereon.

ELEVENTH:         Subject to the further  requirements  of Articles  FIFTH and
                  TENTH, this corporation  reserves the right to amend, alter,
                  change or repeal any provision  contained in the Articles of
                  Incorporation  by  approval of a majority of a quorum of, or
                  by unanimous  written consent of, this  corporation's  Board
                  of  Directors  and by  approval  of a majority of the voting
                  power of this corporation's  outstanding  shares,  except as
                  may be otherwise  required by law, and all rights  conferred
                  upon  stockholders   herein  are  granted  subject  to  this
                  reservations.

TWELFTH:          The  Board of  Directors  is  authorized  on  behalf  of the
                  corporation  to authorize and approve  indemnity  agreements
                  between the  corporation and each director and each officer,
                  in  form  and  content   acceptable  to  the  board,   which
                  agreements   shall  provide  that  the   corporation   shall
                  indemnify  (and advance  expenses to) the  indemnitee to the
                  fullest  extent  permitted by applicable law as such law may
                  be in effect at the time any such indemnification  under any
                  such  agreement may be sought),  no later than 30 days after
                  a  written  demand  has  been  made  therefor,  against  all
                  expenses,  judgments,  fines,  penalties,  excise  taxes and
                  amounts  paid in  settlement  for  claims  with  respect  to
                  events  relating  to  indemnitee's  service  with or for the
                  corporation,  and which agreements shall provide that in any
                  proceeding  to enforce  the  obligation  to  indemnify  such
                  person,  the corporation  shall have the burden to establish
                  that such indemnification is prohibited;  provided, however,
                  that such agreements  shall, in form and content  acceptable
                  to the board,  exclude  from  indemnification  a judgment or
                  other  final   adjudication   adverse  to  indemnitee   that
                  established  (a) that his or her acts were  committed in bad
                  faith  or were  the  result  of  deliberate  dishonesty,  or
                  (b) that he or she in fact gained a financial  advantage  to
                  which he or she was not  legally  entitled,  in which  event
                  the  amount of the  indemnification  shall be reduced by the
                  amount  of such  financial  advantage  gained.  (As  amended
                  May 18, 1987)

THIRTEENTH:       The Board of Directors of the  corporation,  when evaluating
                  any offer of another  party to (a) make a tender or exchange
                  offer for any equity security of the corporation,  (b) merge
                  or consolidate the corporation with another corporation,  or
                  (c) purchase or otherwise  acquire all or substantially  all
                  of the  properties  and assets of the  corporation,  may, in
                  connection  with the exercise of its judgment in determining
                  what is in the best  interests  of the  corporation  and its
                  stockholders,  give due  consideration  to (i) all  relevant
                  factors,  including  without  limitation the social,  legal,
                  environmental   and  economic   effects  on  the  employees,
                  customers,  suppliers and other affected persons,  firms and
                  corporations,  and on the communities and geographical areas
                  in which the  corporation  and its  subsidiaries  operate or
                  are located and on any of the  businesses  and properties of
                  the corporation or any of its subsidiaries,  as well as such
                  other factors as the directors deem relevant,  (ii) not only
                  the  financial  consideration  being  offered in relation to
                  the  then  current   market  price  for  the   corporation's
                  outstanding  shares of capital  stock,  but also in relation
                  to the then  current  value of the  corporation  in a freely
                  negotiated  transaction  and in  relation  to the  Board  of
                  Directors'  estimate of the future value of the  corporation
                  (including  the  unrealized  value  of  its  properties  and
                  assets)  as an  independent  going  concern,  and  (iii) the
                  obligations   of   the   corporation,   and   any   of   its
                  subsidiaries,  to provide  stable,  reliable  public utility
                  services on a  continuing  or long term  basis.  (As amended
                  May 18, 1987)

FOURTEENTH:       To the fullest  extent that the general  corporation  law of
                  the State of Nevada,  as it exists on the date  hereof or as
                  it may  hereafter  be  amended,  permits the  limitation  or
                  elimination  of the  personal  liability  of an  officer  or
                  director,  no officer or director of this corporation  shall
                  be   personally   liable   to   this   corporation   or  its
                  stockholders  for damages for breach of fiduciary duty as an
                  officer  or  director.  No  amendment  to or  repeal of this
                  Article  shall apply to or have any effect on the  liability
                  or alleged  liability  of any  officer or  director  of this
                  corporation  for or with respect to any acts or omissions of
                  such officer or director  occurring  prior to such amendment
                  or repeal.  This Article  FOURTEENTH  may not be repealed or
                  amended without the  affirmative  vote of at least sixty-six
                  and two-thirds  percent (66-2/3%) of the voting power of the
                  shares entitled to vote thereon.  (As amended June 17, 1988)