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                              SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549


                                          FORM 10-K/A


                              AMENDMENT TO APPLICATION OR REPORT
                         Filed Pursuant to Section 12, 13, or 15(d) of


                              THE SECURITIES EXCHANGE ACT OF 1934


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

                                 Commission File Number 1-8609


                                     PACIFIC TELESIS GROUP

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


                                        AMENDMENT NO. 1


The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements,  exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1996 on Form 10-K as set forth in the pages attached hereto:

    Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                              Pacific Telesis Group


Dated:  June 30, 1997                         By /s/ William E. Downing
                                                  ----------------------------
                                                  William E. Downing
                                                  Executive Vice President,
                                                  Chief Financial Officer and
                                                  Treasurer


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                                               1


"Item 14. Exhibits,  Financial Statement Schedules, and Reports on Form 8-K." is
      hereby  amended  to add the  following  exhibits  under the  heading  "(4)
      Exhibits:"

Exhibit
Number                        Description
-------        -------------------------------------------------------

   23a         Consent of Ernst & Young LLP, Independent Auditors

   23b         Consent of Coopers & Lybrand, L.L.P.

   99a         Annual  report  on  Form  11-K  for  the  Pacific  Telesis  Group
               Supplemental  Retirement and Savings Plan for Salaried  Employees
               for the year 1996.

   99b         Annual  report  on  Form  11-K  for  the  Pacific  Telesis  Group
               Supplemental   Retirement   and  Savings  Plan  for   Nonsalaried
               Employees for the year 1996.


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                                         EXHIBIT INDEX



Exhibits identified in parentheses below, on file with the SEC, are incorporated
herein by reference as exhibits hereto.


Exhibit
Number                       Description
-------         ------------------------------------------------------

   23a         Consent of Ernst & Young LLP, Independent Auditors

   23b         Consent of Coopers & Lybrand, L.L.P.

   99a         Annual  report  on  Form  11-K  for  the  Pacific  Telesis  Group
               Supplemental  Retirement and Savings Plan for Salaried  Employees
               for the year 1996.

   99b         Annual  report  on  Form  11-K  for  the  Pacific  Telesis  Group
               Supplemental   Retirement   and  Savings  Plan  for   Nonsalaried
               Employees for the year 1996.


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