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                                                                Exhibit 10nn
                                                                ------------

                            PACIFIC TELESIS GROUP

                  1996 EXECUTIVE DEFERRED COMPENSATION PLAN

                    (Adopted Effective December 1, 1995)


























































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                              TABLE OF CONTENTS

SECTION 1. Purpose.................................................  1
SECTION 2. Eligibility to Participate .............................  1
SECTION 3. Plan Accounts ..........................................  1
  3.1 Establishment of Account.....................................  1
  3.2 No Funding or Assignment ....................................  1
SECTION 4. Deferred Compensation ..................................  2
  4.1 Annual Deferral and Distribution Election....................  2
  4.2 Form of Election, Modification or Termination................  3
  4.3 Modification of Irrevocable Election by the Committee........  3
  4.4 Allocation to Accounts.......................................  4
SECTION 5. Company Match...........................................  4
  5.1 Eligibility for Company Match................................  4
  5.2 Amount of Company Match......................................  4
  5.3 Allocation to Account........................................  4
  5.4 Maximum Pre-Tax Savings Plan Deferrals Required .............  4
  5.5 Savings Plan Provisions Prevail .............................  5
SECTION 6. Earnings on Accounts. ..................................  5
  6.1 Interest Allocations to Accounts.............................  5
  6.2 Rate of Interest. ...........................................  5
  6.3 Retroactive Limitation of Interest Accrual in Case of
          Early Separation ........................................  5
  6.4 Dividends and Adjustments for Pacific Telesis Group Shares...  5
SECTION 7. Distribution ...........................................  6
  7.1 Distribution Elections. .....................................  6
  7.2 Options for Distribution During Life. .......................  6
  7.3 Options for Distribution In the Event of Death ..............  6
  7.4 Form of Elections............................................  7
  7.5 Form and Timing of Distribution..............................  7
  7.6 Distributions Not in Accordance with Elections...............  7
  7.6.1 Postponement of Payment....................................  7
  7.6.2 Immediate Single Payment...................................  8
  7.6.3 Hardship Distribution......................................  8
  7.7   Payment Obligation.........................................  8
SECTION 8. Administration; Claims and Review Procedures............  9
  8.1 Plan Administrator...........................................  9
  8.2 Initial Claim Unnecessary....................................  9
  8.3 Review of Adverse Decisions. ................................  9
SECTION 9. Amendment and Termination. .............................  9
  9.1 Amendment ...................................................  9
  9.2 Termination ................................................. 10
SECTION 10. Definitions. .........................................  10























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                            PACIFIC TELESIS GROUP
                  1996 EXECUTIVE DEFERRED COMPENSATION PLAN
                    (Adopted Effective December 1, 1995)



SECTION 1.     Purpose.

The Pacific  Telesis Group  1996 Executive  Deferred Compensation  Plan (the
"Plan")  provides certain  Officers of  the Company  with an  opportunity to
defer  compensation  and accrue  earnings  on a  pre-tax basis  and  with an
opportunity  to  receive  employer  matching contributions  that  cannot  be
provided to them under the Pacific Telesis Group Supplemental Retirement and
Savings  Plan for  Salaried Employees  ("the Savings  Plan") because  of the
limitations  imposed by section 401(a)(17)  of the Internal  Revenue Code of
1986, as amended (the "Code").

SECTION 2.     Eligibility to Participate.

The following employees are eligible to participate in the Plan:

         (A)   Officers  of Pacific  Telesis Group  and/or  Pacific
         Bell;

         (B)   The  Officers of  any Affiliate  of  Pacific Telesis
         Group who  are specifically  designated  to participate  by
         the  PTG  Board  and  the  Board  of  Directors  or   other
         governing body of such Affiliate.

SECTION 3.     Plan Accounts.

     3.1  Establishment of Account.   An  account shall  be established  for
each eligible  employee who elects  to become a  participant in the  Plan in
accordance with the  procedures set  forth in Section  4 of the  Plan.   The
account shall be credited with allocations and earnings under Sections 4,  5
and 6 and debited with distributions under Section 7 of the Plan.

     3.2  No Funding or Assignment.  For  income tax purposes under the Code
and for purposes  of Title I of the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA"),  it is intended that this Plan  constitute an
unfunded deferred compensation  arrangement.  The  amounts credited to  Plan
accounts for employees  of each participating Company  shall be held  in the
general funds of such participating Company.   All amounts in such accounts,
including all Compensation deferred by an employee, shall remain an asset of
the  participating Company. A participating Company shall not be required to
reserve or  otherwise set aside funds for the payment of amounts credited to
Plan  accounts.  The obligation of a  participating Company  to pay benefits
under the  Plan constitutes a mere  promise to make benefit  payments in the
future, and  shall be unfunded  as to  the employee, whose  rights shall  be
those of a general unsecured creditor.  Title to and beneficial ownership of
any  assets which  a  participating  Company  may  set  aside  or  otherwise
designate to make payments  under the Plan shall at all  times remain in the
participating Company, and the employee shall not have any property interest
in any specific assets of a participating Company. The rights of an employee
or his or her beneficiary to benefit payments under the Plan are not subject
in any manner to assignment, alienation, pledge or garnishment by creditors.

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SECTION 4.     Deferred Compensation.

     4.1  Annual Deferral  and Distribution Election.   An eligible employee
may  elect to participate in the Plan prior to the beginning of any calendar
year, or within  30 days of  first becoming eligible  to participate in  the
Plan, or within 30 days of becoming eligible to participate in  a feature of
the Plan with  respect to such  Plan feature. An  employee's election  shall
direct  that compensation  in  one  or  more  of  the  following  categories
(collectively "Compensation") be  deferred and credited to  an account under
the Plan, subject to  the limitations and effectiveness prescribed  for each
category of Compensation, and shall direct that such Compensation,  together
with all  other  amounts  credited  under the  Plan  with  respect  to  such
Compensation under Section 5 (Company Match) and Section 6 (Earnings), shall
be distributed in accordance with a distribution option set forth in Section
7.

         (A)   Salary.  An employee may elect to defer part of  his
         or  her  base  annual  compensation  ("Salary")   otherwise
         payable for  services performed in a calendar year, but not
         less  than  $2,500 nor  more  than  80%  of  salary.   Such
         election  shall  become  effective  for  Salary   otherwise
         payable  for  services  performed  in  the  payroll  period
         beginning,  (i) in  the case  of an  employee who  makes an
         election  within 30  days  of first  becoming  eligible  to
         participate  in the  Plan,  immediately subsequent  to  the
         election  or (ii) in all  other cases, on the  first day of
         the  calendar year  to  which  the election  applies.    An
         election  related to Salary otherwise  payable for services
         performed in  any calendar  year shall become  irrevocable,
         (x) in  the case  of an  election  made within  30 days  of
         first becoming eligible to participate in the Plan, on  the
         last day  before the  applicable payroll  period for  which
         the election becomes  effective, or (y) in all other cases,
         on  the last day  prior to  the beginning  of such calendar
         year.

         (B)   STIP.  An  employee may elect to defer all  or part,
         but not less  than $5,000, of his  or her awards under  the
         Pacific  Telesis  Group Short-Term  Incentive  Plan,  or  a
         similar  or   successor  incentive   compensation  plan  or
         program of Pacific Telesis Group or an Affiliate  ("STIP"),
         for services  performed in  a calendar  year and  otherwise
         payable in the calendar year following such calendar  year.
         Such election  may be made with  respect to  services to be
         performed  (i) in the  remainder of  the year  in which the
         employee  first  becomes eligible  to  participate  in  the
         Plan,  provided the election  is made  prior to October 1st
         of such  year, which  election shall  become effective  for
         STIP earned with  respect to  services performed  beginning
         with  the  payroll  period  immediately subsequent  to  the
         election,  or (ii)  in the  next following  calendar  year,
         which election on shall become  effective on the  first day
         of the calendar year to which  the election applies in  all
         other  cases.  An  election related  to the  STIP award for
         services   performed  in  a   calendar  year  shall  become
         irrevocable (x) in the case  of an election  made within 30

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         days  of first  becoming  eligible to  participate  in  the
         Plan, on the last  day before the applicable payroll period
         for  which the election  becomes effective,  or (y)  in all
         other cases,  on the  last day  prior to  the beginning  of
         such calendar year.

         (C)   LTIP.  An  employee may elect to defer all  or part,
         but not  less than $5,000, of  his or her  awards under the
         Pacific   Telesis   Group   Senior   Management   Long-Term
         Incentive  Plan  or  a  similar  or  successor  long   term
         incentive compensation plan of Pacific Telesis Group or  an
         Affiliate ("LTIP"), for services  performed in a  multiple-
         year   performance  period  and   otherwise  payable  in  a
         calendar  year  following  such  performance  period.    An
         election related  to the LTIP  award otherwise payable  for
         services  performed in  a performance  period shall  become
         irrevocable on the last day prior  to the beginning of  the
         performance period applicable to that LTIP award.

         (D)   Other Awards.  An employee may elect to defer all or
         part of  his or her awards  under any  other bonus, special
         award, or  any other similar  form of compensation  ("Other
         Awards")   otherwise  payable   to   him  or   her   by   a
         participating Company  with respect  to services  performed
         in a  calendar year.  An  election related  to Other Awards
         otherwise  payable   in  a   calendar  year   shall  become
         irrevocable on the last day prior  to the beginning of such
         calendar year.

Notwithstanding  the foregoing, in no  event shall deferrals  under the Plan
include that portion of Compensation required for all applicable tax, Social
Security  and  employee  benefit  plan  withholding,  whether  or  not  such
withholding requirement is related to this Plan.

     4.2  Form  of Election,  Modification  or Termination.   An  employee's
election  or  written notice  of modification  or  termination of  any prior
election shall be made in accordance with procedures established by the Plan
Administrator, in the form of a document approved by the Plan Administrator,
executed by the employee and filed with the Plan Administrator or his or her
designee.  An  election which has  not become irrevocable  may be  modified,
terminated or  reinstated by the  employee prior to  the time such  election
would have become irrevocable as provided  in Section 4.1.  An election with
respect to Salary, STIP or Other Awards for services performed in a calendar
year and/or with respect  to LTIP for services performed in  a multiple-year
performance period shall be deemed irrevocably terminated when the employee,
whether by transfer  or termination of employment, ceases  to be eligible to
participate  in the Plan during such calendar year and/or such multiple-year
performance period (as applicable).

     4.3  Modification  of  Irrevocable Election  by  the  Committee.   Upon
receipt of  a written  request made  by or  on  behalf of  an employee,  the
Committee  in its  sole discretion  may modify  or terminate  the employee's
election with respect to  Compensation otherwise payable in a  calendar year
as it deems necessary to prevent extreme financial hardship to the employee,
notwithstanding  that the election  has become effective  and irrevocable as
provided in Section 4.1.

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                                   <PAGE>

     4.4  Allocation to Accounts.   Deferred amounts related to Compensation
which  would otherwise have  been paid by  a participating Company  shall be
credited  to the  employee's account as  of the date  the Compensation would
otherwise  have been paid.   Deferred amounts related  to Compensation which
would otherwise have been distributed in Pacific Telesis Group common shares
shall  be credited  to the  employee's account  as deferred  Pacific Telesis
Group  shares as  of  the  date  such Pacific  Telesis  Group  shares  would
otherwise have been transferred to the employee.

SECTION 5.     Company Match.

     5.1  Eligibility  for Company  Match.   An employee  who (A)  elects to
defer Compensation under the Plan for a  calendar year, and (B) has made the
maximum elective deferral under the Savings Plan permitted by section 402(g)
of  the Code for  such calendar year  (except to  the extent that  a further
limitation is required by section 401(k)(3) and/or section 415 of the Code),
shall  be eligible to have additional amounts based on Compensation deferred
pursuant to  this Plan  ("Company  Match") credited  to his  or her  account
hereunder.

     5.2  Amount  of  Company  Match.   The  Company  Match  credited to  an
employee's account  under this  Plan with  respect to  Compensation deferred
during a calendar year shall be equal to

         (A)   the  amount  of  Compensation   deferred  into   the
         employee's Plan account, multiplied by

         (B)   the percentage  in effect for that  calendar year at
         which the  employee's  Basic Contributions  to the  Savings
         Plan are matched by employing Company contributions;

provided, however, that the maximum Company Match credited to the employee's
account under this Plan  shall not exceed

         (C)   6% of the employee's Savings Plan Salary, multiplied by

         (D)   the  percentage in effect for that calendar year at which the
         employee's  Basic Contributions to the Savings  Plan are matched by
         employing Company contributions, reduced by

         (E)   the total  amount of matching Company  contributions
         credited to the employee's account under the Savings Plan.

For purposes of  determining the  amount of Compensation  deferred into  the
employee's Plan account, deferred Pacific  Telesis Group common shares shall
be  valued by  multiplying the  number of  shares deferred  by the  Price of
Pacific Telesis Group common shares on the deferral date.

     5.3  Allocation  to Account.   Until  fully credited  for the  calendar
year, and subject to the delay provided in Section 5.4,  Company Match shall
be credited  to an employee's account  under this Plan as of  each date that
deferred Compensation is credited to the employee's account under this Plan.

     5.4  Maximum Pre-Tax Savings Plan Deferrals Required.  No Company Match
shall  be credited to  an employee's account  for a calendar  year until the
employee has made before-tax  contributions under the Savings Plan  equal to

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the maximum elective deferrals  permitted under section 402(g) of  the Code,
as further  limited  by section  401(k)(3)  of the  Code.   Thereafter,  the
employee's account shall immediately be credited with an amount equal to the
Company  Match that  would  otherwise have  been  previously credited  under
Section 5.3.

     5.5  Savings Plan Provisions Prevail.  The provisions of this Section 5
shall  not limit  or  affect the  application  of the  provisions  regarding
matching  Company  contributions  in  the Savings  Plan,  which  shall  take
precedence over the provisions of this Section 5.

SECTION 6.     Earnings on Accounts.

     6.1  Interest  Allocations to  Accounts.   Deferred amounts  related to
Compensation  which  would  otherwise have  been  paid  in  cash shall  bear
interest  from the  date the  Compensation would  otherwise have  been paid.
Interest shall be applied to Company Match credited to an employee's account
as if such Company Match had been  credited to the employee's account at the
same time that the  related amounts of Compensation deferred  hereunder were
credited to  the employee's  account.  The  interest credited to  an account
shall be compounded annually at the end of each calendar year.

     6.2   Rate  of Interest.   The  rate of  interest to  be applied  to an
employee's  aggregate account  balance under  the Plan  for a  calendar year
shall  be determined  by  the  Committee from  time  to time,  and  promptly
communicated to eligible employees  in advance of its application, but in no
event shall  (A) the interest  rate be  decreased below the  average 10-Year
Treasury note rate, (B) any reduction apply to  interest already credited to
Plan  accounts  for periods  prior  to the  Committee's  action, or  (C) any
interest rate previously guaranteed  for a given period and  communicated to
eligible employees be  reduced during such period except as may be equitable
in light of  any change in applicable law which  substantially increases the
burden to the participating Companies of paying such guaranteed interest.

     6.3  Retroactive  Limitation  of  Interest  Accrual in  Case  of  Early
Separation.    Notwithstanding Section  6.2,  an  employee whose  Separation
occurs before he or she attains age 55 will receive interest on all deferred
cash Compensation  and Company Match for  all years of participation  in the
Plan based on  the average 10-Year Treasury note rate,  rather than the rate
of interest established by the Committee for any particular calendar year.

     6.4  Dividends  and Adjustments  for Pacific  Telesis Group  Shares. An
employee's account credited with deferred Pacific Telesis Group shares shall
be credited on  each subsequent  dividend payment date  for Pacific  Telesis
Group shares with an amount equivalent to the dividend payable on the number
of  Pacific Telesis  Group common  shares  equal to  the number  of deferred
Pacific Telesis  Group shares in the  employee's account on  the record date
for  such dividend.   Such  amount shall then  be converted  to a  number of
additional  deferred Pacific  Telesis Group  shares, determined  by dividing
such  amount by  the Price  of Pacific  Telesis Group  common shares  on the
dividend payment date.  In the event  of any change  in outstanding  Pacific
Telesis  Group common  shares  by reason  of  any stock  dividend  or split,
recapitalization, merger,  consolidation, combination or exchange  of shares
or  other   similar  corporate  change,   the  Committee  shall   make  such
adjustments, if any,  that it deems  appropriate in  the number of  deferred
Pacific Telesis  Group shares then  credited to an employee's  account.  Any

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and all  such adjustments shall  be conclusive and binding  upon all parties
concerned.

SECTION 7.     Distribution.

     7.1  Distribution Elections.  At the time an eligible employee makes an
election to defer Compensation otherwise payable for services performed in a
calendar year, the employee also shall make an election with  respect to the
distribution, during the employee's lifetime, of such deferred Compensation,
together with Company  Match and  earnings credited to  the employee's  Plan
account  with  respect  to  such  deferred  Compensation.  Subject  to   the
provisions  on Hardship distributions in Section 7.6.3 and the provisions on
Options for Distribution in the Event of Death in Section 7.3,  distribution
elections  shall become  effective  and irrevocable  at  the same  time  the
election to defer such Compensation becomes effective and  irrevocable under
Section 4.1.

     7.2  Options  for Distribution During Life.   An employee  may elect to
receive  the amounts credited to the employee's Plan account with respect to
a deferral election  made pursuant to Section 4.1 (a) in one payment, or (b)
in a number  of annual  installments over a  period of 5,  10, or 15  years,
calculated   in  accordance   with  procedures   established  by   the  Plan
Administrator.  As specified  by the employee, distributions  shall commence
as soon as practicable after

         (A)   the first  day of  the calendar year  next following
         the employee's Separation;

         (B)   the  first  day  of  the  fifth calendar  year  next
         following the employee's Separation; or

         (C)   the first  day of  the calendar year  next following
         the employee's  attainment of  a specified  age between  59
         1/2 and 70.

All amounts credited to an employee's  Plan account with respect to which he
or she has elected distribution in the same form and  commencing at the same
time  shall be aggregated as a single Distribution Account.  Notwithstanding
the employee's election under this Section 7.2  with respect to the time and
form of distribution for each such Distribution Account, if the aggregate of
all  amounts credited  to an  employee's Distribution  Account is  less than
$50,000 at the time of such employee's Separation, such Distribution Account
shall be  distributed in a single  payment as soon as  practicable after the
first day of the calendar year next following the employee's Separation.

     7.3  Options for Distribution  In the Event of Death.   An employee may
elect that, in the event the employee should  die before full payment of all
amounts  credited to  the  employee's  Plan  account,  the  balance  of  the
employee's  Plan  account  shall  be   distributed  to  the  beneficiary  or
beneficiaries designated by the employee

         (A)   in one  payment, paid  as soon as  practicable after
         the first day of the calendar  year next following the year
         of the employee's death;

         (B)   in  10 annual installments, calculated in accordance

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         with  procedures  established  by  the Plan  Administrator,
         commencing  as soon as  practicable after  the first day of
         the  calendar   year  next  following   the  year  of   the
         employee's death,  provided that  if the  aggregate of  all
         amounts  credited to  an employee's  Plan Account  is  less
         than  $50,000 at  the time  of such  employee's death, such
         Distribution Account  shall  be  distributed  in  a  single
         payment as soon as practicable after  the first day of  the
         calendar year next following the employee's death; or

         (C)   by  a  continuation of  the  distribution  times and
         forms  elected  under  Section  7.2  (in  the  case  of  an
         employee  who  dies  before commencement  of distributions,
         using  as  any specified  age the  date the  employee would
         have attained  that  age if  he  or  she had  continued  to
         live),  subject to  the single  payment distribution  of  a
         Distribution  Account credited  with  less than  $50,000 at
         the time of the employee's death,  as set forth in  Section
         7.2.

If no election  has been  made under this  Section 7.3, the  balance of  the
employee's deferred account shall  be distributed in one payment as  soon as
practicable after the first day of the calendar year next following the year
of  the employee's  death.   If  no beneficiary  designation has  been made,
distribution shall be made to the estate of the employee.

     7.4  Form  of  Elections.    Distribution   elections  and  beneficiary
designations shall be made in writing in the form of a document or documents
approved by the Plan Administrator, executed by the employee and  filed with
the Plan  Administrator or his or  her designee.  An  employee may designate
one or more individuals or a trust as his or her beneficiary, and may change
the beneficiary designation at any time,  effective upon receipt by the Plan
Administrator or his or her designee.

     7.5  Form  and  Timing   of  Distribution.    Amounts  credited  to  an
employee's Plan account  as cash plus accumulated  interest, less applicable
withholding  taxes, shall  be  distributed in  cash.   Amounts  credited  as
deferred Pacific  Telesis Group  shares, less applicable  withholding taxes,
shall be  distributed  in the  form of  whole Pacific  Telesis Group  common
shares,  plus cash  for  any fractional  share.   Installment  distributions
subsequent  to  the  first  installment  shall  be  paid  on  or  about  the
anniversary date of the first annual installment until the entire balance of
the  employee's Plan  account  is  paid.    Account  balances  held  pending
distribution  shall  continue to  be  credited with  interest  or additional
deferred  Pacific  Telesis  Group   shares,  as  applicable,  determined  in
accordance with Section 6.

     7.6  Distributions Not in Accordance with Elections.

     7.6.1     Postponement of Payment.   The Committee may postpone payment
of Plan benefits to  an employee (A)  who, in the  year Plan benefits  would
otherwise be payable, is a "covered employee" for purposes of the $1 million
limitation  on deductible compensation under Section 162(m) of the Code, and
(B) whose compensation  for the year in which Plan  benefits would otherwise
be payable  would, but for such postponement, exceed the $1 million limit on
deductibility.  In addition. notwithstanding an election pursuant to Section

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7.2,  at  the  sole  discretion  of the  Committee,  in  the  event  that an
employee's  Separation is on account  of total and  permanent disability, as
determined  by the  Committee, the  Committee may  postpone payment  of Plan
benefits to such employee to commence in a year later than the year in which
his or  her Plan benefits would  otherwise be payable upon  such Separation,
provided  that no such  postponement shall extend beyond  the earlier of (a)
ten  years  from the  date  of Separation,  or (b)  the  year in  which such
employee attains age 65.

     7.6.2     Immediate  Single  Payment.    Notwithstanding   an  election
pursuant to Section 7.2, at the sole discretion of the  Committee the entire
amount then  credited to  the employee's  account shall be  paid as  soon as
practicable in a single  payment if an employee is  involuntarily terminated
by his  or her Company or  becomes employed by a  governmental agency having
jurisdiction over  the activities  of Pacific  Telesis Group  or any of  its
Affiliates.

     7.6.3     Hardship  Distribution.   Upon receipt  of a  written request
made by  or on behalf of an  employee, the Committee in  its sole discretion
may authorize a Hardship distribution from the employee's Plan account.  For
purposes  of the Plan, "Hardship"  means an unanticipated  emergency that is
caused by an event beyond the control of the employee and that would  result
in  severe financial hardship if early  distribution were not permitted.  As
determined by the Committee in its sole discretion, Hardship may include one
or more of the following:

          (A)  A sudden and unexpected  illness or accident of the
          employee;

          (B)  Extraordinary and unreimbursed medical  or hospital
          expenses  incurred by the employee or a member of his or
          her family or a relative;

          (C)  The  loss  of    the  employee's  property  due  to
          casualty; or

          (D)  Any  other similar unforeseeable  emergency that is
          caused by  and event beyond the control  of the employee
          and would  impose a  severe financial hardship  if early
          distribution were not permitted.

A distribution based on Hardship cannot  exceed the amount required to  meet
the  immediate financial  need created  by the  Hardship and  not reasonably
available  from other resources of  the employee, including reimbursement or
compensation  by insurance or otherwise; provided that an employee shall not
be required  to request  a hardship distribution  from the  Savings Plan  in
order to receive a Hardship distribution under this Plan.

     7.7    Payment Obligation.  The obligation to distribute benefits under
the Plan shall be borne primarily by the last Company  to employ an employee
in a position  eligible to participate in the Plan  immediately prior to the
distribution.  A Company's  withdrawal from participation in the  Plan shall
not  affect that  Company's liability  hereunder.   If  for  any reason  the
primarily liable Company fails to make  timely payment of a amount due under
the  Plan, Pacific  Telesis  Group  shall  be  secondarily  liable  for  the
obligation.

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SECTION 8.     Administration; Claims and Review Procedures.

     8.1  Plan Administrator.  The Plan Administrator shall be the Executive
Vice  President-  Human  Resources Pacific  Telesis  Group,  or  his or  her
deligee.  The Plan Administrator shall  have the authority to administer and
interpret the Plan, including sole discretion to determine  the rights of an
employee or beneficiary under the Plan, and to authorize disbursements under
the  Plan, except  for  decisions expressly  reserved  by the  Plan  for the
Committee or for the PTG Board or the Board of Directors of an Affiliate.

     8.2  Initial  Claim  Unnecessary.    No  claim  for  benefits  shall be
required for  commencement of distributions in accordance with an employee's
election  under Sections  7.2 and  7.3 of  the Plan.   The  obligation of  a
Company to  make distributions under the  Plan shall not be  affected by any
action or  inaction (on the  part of an  employee, his beneficiaries  or any
Company) with  respect to  amounts owed,  including but  not limited  to the
failure  to make timely demand, the granting  of extensions of time or other
indulgences, the  failure to  make  timely payment  or the  failure to  give
notices other than those prescribed in Section 8.3.

     8.3  Review  of Adverse  Decisions.   An  employee  or beneficiary  who
disagrees with a decision by the Plan  Administrator relating to the payment
of benefits  under the Plan may  submit a claim requesting  Plan benefits in
writing to the Committee, which shall respond in writing.   A claim shall be
deemed denied  unless the response  is sent  within 90 days  (or within  180
days, if the Committee extends the time to respond by notifying the claimant
in writing of the special circumstances  requiring an extension and the date
by which the  response is  expected).  If  the claim is  denied in whole  or
part, the response  shall state  (A) the specific  reasons, making  specific
reference  to   pertinent  provisions  of  the  Plan;  (B)  what  additional
information, if any, would help perfect the claim for benefits; and (C) what
steps the claimant must take to submit the claim for review.  Within 60 days
after the  date of a denial, a  claimant may file a  written request for the
PTG Board of Directors to review the denial.  Notwithstanding Section 8.2 of
the  Plan, such request for  review must be made in  a timely manner for the
purpose  of seeking  any further  review of  a  decision or  determining any
entitlement to  a benefit under  the Plan.   The PTG Board shall  notify the
claimant in writing  of the review decision, specifying the  reasons for the
decision and  the Plan provisions on  which it is  based.  A claim  shall be
deemed  denied unless  the decision  on appeal  is sent  within 60  days (or
within  120 days, if the PTG Board  extends the time to respond by notifying
the  claimant in writing). The  Plan Administrator, Committee  and PTG Board
shall retain  such right, authority  and discretion  as are provided  or not
expressly limited in  section 503  of ERISA and  the regulations  thereunder
and, if  the Committee denies a  claim upon review, the  claimant shall have
such further rights of review as are provided therein.

SECTION 9.     Amendment and Termination.

     9.1  Amendment The  PTG Board of Directors may at any time make changes
in the Plan, but such amendment shall have prospective effect only and shall
not adversely affect the rights of any employee, without his or her consent,
to any  benefit under the Plan to which such  employee was entitled prior to
the effective  date of amendment.   Changes in the interest  rate applied to
Plan account  balances as determined by  the Committee from time  to time in
accordance with  Section 6.2  of the  Plan shall not  be deemed  to be  Plan

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                                   <PAGE>

amendments,  notwithstanding  that  they  apply  to Compensation  previously
earned and  deferred.   The Executive Vice  President -  Human Resources  of
Pacific Telesis Group, with the approval of the Executive Vice President and
General Counsel of Pacific  Telesis Group, shall be authorized to make minor
or administrative changes to the Plan.

     9.2  Termination    The  PTG  Board  of   Directors  may  at  any  time
terminate the Plan.   Any termination  of the Plan  shall not terminate  the
deferral  of Compensation previously deferred  into a Plan  account, but may
prevent the  deferral  of Compensation  not yet  earned notwithstanding  the
employee's prior election to defer such Compensation.

SECTION 10.    Definitions.
For purposes of  this Plan, the  following words shall  have the meaning  so
defined unless the context clearly indicates otherwise:

     10.1 "Affiliate"  as the term relates to Pacific Telesis Group, means a
subsidiary of or  other entity that controls, is controlled  by, or is under
common  control with  Pacific Telesis Group,  as the  case may be.   As used
herein, "control" means the possession, directly or indirectly, of the power
to direct  or cause  the direction  of the management  and policies  of such
entity, whether through  ownership of voting securities  or other interests,
by contract or otherwise.

     10.2 "PTG  Board  of  Directors" or  "PTG  Board"  means  the Board  of
Directors of Pacific Telesis Group.

     10.3 "Code"  means the Internal Revenue  Code of 1986,  as amended from
time to time, and the regulations promulgated thereunder.

     10.4 "Committee" means the Compensation  and Personnel Committee of the
Board of Directors of Pacific Telesis Group.

     10.5 "Company"  shall mean Pacific  Telesis Group, Pacific  Bell or any
other corporation which is an Affiliate of Pacific Telesis Group.

     10.6 "Officer" means an officer of a Company, as determined by the Plan
Administrator, but the term shall not include Assistant Secretary, Assistant
Treasurer, Assistant Comptroller or any other assistant officer.

     10.7 "Price"  with respect to Pacific Telesis Group common shares as of
a particular date means the average of the daily high and low sale prices of
Pacific Telesis Group common shares on  the New York Stock Exchange ("NYSE")
for the period of  five trading days ending on  such date, or the  period of
five trading days  immediately preceding such date if the  NYSE is closed on
the date.

     10.8 "Savings  Plan"  means  the  Pacific  Telesis  Group  Supplemental
Retirement and Savings Plan for Salaried Employees.

     10.9 "Savings Plan  Salary" means "Salary"  as defined  in the  Pacific
Telesis  Group  Supplemental  Retirement   and  Savings  Plan  for  Salaried
Employees, without reduction  for deferrals  of salary under  this Plan  and
without regard to the limit on  compensation under section 401(a)(17) of the
Code.   If an eligible employee  is employed by a  participating Company for
only a portion of a calendar year or is on a leave of absence for a  portion

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                                   <PAGE>

of  a calendar  year,  the employee's  Savings  Plan Salary  is prorated  to
reflect only the period during which the employee was actively employed by a
participating Company.

     10.10     "Separation"  means  retirement   or  termination  from   all
employment with Pacific Telesis Group or its Affiliates.



















































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