<PAGE>

                                                                  Exhibit 24
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                              POWER OF ATTORNEY


     WHEREAS,   PACIFIC   TELESIS   GROUP,   a   Nevada   corporation   (the
"Corporation"), proposes to file with the Securities and Exchange Commission
(the "SEC"), under the provisions of the Securities Act of 1934, as amended,
an Annual Report on Form 10-K; and

     WHEREAS, each of the undersigned is a director of the Corporation;


     NOW,  THEREFORE,  each  of  the  undersigned,  hereby  constitutes  and
appoints P. J. Quigley, W.  E. Downing and R.  W. Odgers, and each of  them,
his/her attorney  for him/her  in his/her  stead, in  his/her capacity  as a
director of the Corporation, to execute and file such Annual  Report on Form
10-K,  and any and all amendments, modifications or supplements thereto, and
any exhibits  thereto, and granting to each of said attorneys full power and
authority to sign and file any and all other documents and to perform and do
all and every act and thing whatsoever requisite and necessary to be done as
fully,  to  all  intents  and  purposes, as  he/she  might  or  could  do if
personally present at the doing thereof, and hereby ratifying and confirming
all that said  attorneys may or shall lawfully  do, or cause to be  done, by
virtue hereof in connection with  effecting the filing of the  Annual Report
on Form 10-K.

     IN  WITNESS WHEREOF, each of  the undersigned has  hereunto set his/her
hand this 24th day of January, 1997


/s/ Gilbert F. Amelio                              /s/ Mary S. Metz
Gilbert F. Amelio, Director                        Mary S. Metz, Director


/s/ William P. Clark                              /s/ Lewis E. Platt
William P. Clark, Director                        Lewis E. Platt, Director


/s/ Herman E. Gallegos                            /s/ Toni Rembe
Herman E. Gallegos, Director                      Toni Rembe, Director


/s/ Frank C. Herringer                            /s/ S. Donley Ritchey
Frank C.  Herringer, Director                            S.  Donley Ritchey,
Director


/s/ Richard M. Rosenberg
Richard M. Rosenberg, Director







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                                   <PAGE>



                              POWER OF ATTORNEY


     WHEREAS,   PACIFIC   TELESIS   GROUP,   a   Nevada   corporation   (the
"Corporation"), proposes to file with the Securities and Exchange Commission
(the "SEC"), under the provisions of the Securities Act of 1934, as amended,
an Annual Report on Form 10-K; and

     WHEREAS, each of the undersigned is an officer or director, or both, of
the Corporation, as indicated below under his name;

     NOW,  THEREFORE,  each  of  the  undersigned,  hereby  constitutes  and
appoints P. J. Quigley, W.  E. Downing and R.  W. Odgers, and each of  them,
his attorney  for  him in  his  stead, in  his  capacity  as an  officer  or
director, or  both,  of the  Corporation, to  execute and  file such  Annual
Report   on  Form  10-K,  and  any  and  all  amendments,  modifications  or
supplements  thereto, and any exhibits thereto, and granting to each of said
attorneys full  power and  authority  to sign  and file  any  and all  other
documents  and to  perform and  do all  and every  act and  thing whatsoever
requisite and necessary to be done as fully, to all intents and purposes, as
he might or could do  if personally present at the doing thereof, and hereby
ratifying and confirming  all that said attorneys may  or shall lawfully do,
or  cause to  be done,  by virtue  hereof in  connection with  effecting the
filing of the Annual Report on Form 10-K.

     IN WITNESS WHEREOF, each of  the undersigned has hereunto set his  hand
this 24th day of January, 1997.



/s/ Philip J. Quigley                          /s/ William E. Downing
Philip J. Quigley                              William E. Downing
Chairman of the Board, President               Executive Vice President,
 and Chief Executive Officer                   Chief Financial Officer and
                                               Treasurer




















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