<PAGE>

                                                                    Exhibit 3b
                                                                    ----------


                                    BY-LAWS

                                      OF

                             PACIFIC TELESIS GROUP


                          (As amended April 1, 1996)


                               Table of Contents


Article I, Offices .....................................................   1
Article II, Meetings of Stockholders....................................   1
Article III, Directors..................................................   4
Article IV, Notices.....................................................   5
Article V, Officers.....................................................   6
Article VI, Certificates of Stock.......................................   7
Article VII, Seal.......................................................   7
Article VIII, Amendments................................................   7
Article IX, Control Share Statute.......................................   8








































                                    <PAGE>

                                    BY-LAWS

                                      OF

                             PACIFIC TELESIS GROUP


                          (As amended April 1, 1996)


                                   ARTICLE I

                                    Offices

     Section  1.   The principal  office of  the corporation  in the  State of
Nevada shall be located at 645 East Plumb Lane, in the City of Reno, County of
Washoe.

     Section 2.   The corporation may  also have offices at  such other places
both within  and without  the State  of Nevada  as the Board  of Directors  or
officers may  from time to time  determine or the business  of the corporation
may require.

                                  ARTICLE II

                           Meetings of Stockholders

     Section 1.  Annual and special meetings of the stockholders shall be held
at  such time and  place within  or without  the State of  Nevada as  shall be
stated in the notice  of the meeting, or in  a duly executed waiver  of notice
thereof.

     Section 2.   The annual meeting of the stockholders shall be held on such
date as may  be designated  by the Board  of Directors, at  which meeting  the
stockholders shall elect  by a plurality  vote those members  of the Board  of
Directors  who are  to be  elected at  such meeting,  and transact  such other
business  as  shall  properly be  brought  before  the meeting.    (As amended
March 22, 1991)

     Section  3.   Special meetings of  the stockholders,  for any  purpose or
purposes,  unless  otherwise  prescribed by  statute  or  by  the Articles  of
Incorporation, may be called by the Chairman of the  Board or by the President
and shall be called  by the Chairman of the Board, the  President or Secretary
at  the request  in writing  of a majority  of the  Board of  Directors or the
holders of sixty-six and  two-thirds percent (66-2/3%) of the  shares entitled
to vote at such meeting.  Such  request shall state the purpose or purposes of
the proposed meeting.

     Section 4.  The  directors may fix a day  not more than 60 days  prior to
the  holding of  any  meeting of  the  stockholders as  the  day  as of  which
stockholders  entitled to  notice of  and  to vote  at such  meeting shall  be
determined; and only stockholders of  record on such day shall be  entitled to
notice of or to vote at such meeting.

     Section 5.  Notices of  meetings of stockholders shall be in  writing and
signed by  the Chairman  of  the Board,  the President,  the  Secretary or  an

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                                    <PAGE>

Assistant Secretary, or by such other person or persons as the directors shall
designate.  Such notice shall state the purpose or purposes for which, and the
time for when, the meeting is called, and the place where it is to be held.  A
copy of such notice shall  be either delivered personally or shall  be mailed,
postage  prepaid, to  each  stockholder of  record entitled  to  vote at  such
meeting not  less than  ten  (10) or  more than  sixty (60)  days before  such
meeting.   If mailed, it shall be directed to  a stockholder at his address as
it appears on  the records of  the corporation, and upon  such mailing of  any
such notice, the service thereof shall be complete, and the time of the notice
shall begin to  run from the date upon  which such notice is deposited  in the
mail for transmission to such stockholder.  Delivery of any such notice to any
officer of  a corporation or association,  or to any member  of a partnership,
shall constitute delivery of  such notice to such corporation,  association or
partnership.  In the event of the transfer of stock after delivery  or mailing
of the notice  of and  prior to the  holding of  the meeting it  shall not  be
necessary to deliver or mail notice of the meeting to the transferee.

     Section  6.  Business transacted  at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise provided  by  statute or  by  the  Articles of
Incorporation.  If, however, such  quorum shall not be present  or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in  person or represented  by proxy, shall  have power to  adjourn the
meeting from  time  to time,  without notice  other than  announcement at  the
meeting, until  a quorum shall be  present or represented.   At such adjourned
meeting  at which a quorum shall be present or represented any business may be
transacted  which  might have  been transacted  at  the meeting  as originally
scheduled.

     Section 8.  When a  quorum is present or represented at  any meeting, the
vote of the holders  of a majority  of the voting power  present in person  or
represented  by proxy shall decide  any question brought  before such meeting,
unless the question is one upon which by express provision  of the statutes or
of  the Articles of Incorporation a different  vote is required, in which case
such express provision shall govern and control the decision of such question.

     Section 9.   At any meeting  of the stockholders, any  stockholder may be
represented and have his shares  voted by a proxy  or proxies appointed by  an
instrument in  writing  executed  by  the  stockholder  of  record;  provided,
however, that no such instrument may appoint more than three persons to act as
proxies at  any such meeting,  and if an  instrument shall purport  to appoint
more than three persons to  act as proxies the corporation shall  recognize as
proxies only the first three  persons listed as appointed.  In  the event that
an  instrument in writing executed by a  stockholder of record shall designate
two or three persons to  act as proxies, a majority of such persons present at
the meeting, or, if only  one shall be present,  then that one shall have  and
may exercise all  of the powers conferred by such  written instrument upon all
of  the persons so designated  unless the instrument  shall otherwise provide.
No such  instrument shall  be valid except  for the purposes  expressly stated
therein, and shall not  be valid after the  expiration of six months from  the
date of its execution, unless  coupled with an interest, or unless  the person
executing  it specifies therein the length of time for which it is to continue

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                                    <PAGE>

in  force, which in  no case  shall exceed  seven years from  the date  of its
execution.  Subject to the above, any written instrument appointing a proxy or
proxies and duly executed by  a stockholder of record shall,  unless otherwise
limited  by  its terms,  continue in  full force  and  effect until  a written
instrument  bearing  a  later  date  is   filed  with  the  Secretary  of  the
corporation,  which  instrument  by  its  terms  either  revokes  the  earlier
appointment or creates a new appointment.

     Section 10.  No action required or permitted to be taken at an  annual or
special meeting  of the stockholders of the corporation may be taken without a
meeting, and the  power of the  stockholders to consent  in writing without  a
meeting  to the  taking of  any action  is specifically  denied.   (As amended
October 1, 1989)

     Section  11.  To be properly brought  before the annual meeting, business
must  be either  (a) specified in  the notice  of meeting  (or any  supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought  before the meeting  by or at the  direction of the  Board of
Directors,  or  (c) otherwise  properly  brought  before  the   meeting  by  a
stockholder.  In addition  to any other applicable requirements,  for business
to  be properly  brought  before  the annual  meeting  by  a stockholder,  the
stockholder must have given timely notice thereof  in writing to the Secretary
of the corporation.  To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the  corporation,
addressed  to the  attention of the  Secretary of the  corporation, within the
time  specified  in  the federal  proxy  rules  for  timely  submission  of  a
stockholder  proposal  or,  if  not  within such  time,  then  not  less  than
twenty-five  days nor more  than sixty  days prior  to the  meeting; provided,
however, that in the event that  less than fifty days' notice or  prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder  to be timely must be so received by the earlier of (a) the
close of business on the fifteenth day following the day on  which such notice
of  the date of the  annual meeting was  mailed or such  public disclosure was
made,  whichever  first occurs,  and (b) two  days prior  to  the date  of the
meeting.  A  stockholder's notice to the Secretary shall set  forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description  of the business desired to be  brought before the annual meeting,
(ii) the name and record  address of the stockholder proposing  such business,
(iii) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such  business.  Notwithstanding anything in these By-Laws to the contrary, no
business shall be  conducted at the annual  meeting except in  accordance with
the procedures set forth  in this Section 11; provided, however,  that nothing
in this Section 11 shall  be deemed to preclude discussion by  any stockholder
of any business properly brought before the annual meeting.

     The  Chairman of  the Board  of Directors  shall,  if the  facts warrant,
determine and declare to  the meeting that business  was not properly  brought
before the meeting  in accordance with the provisions of  this Section 11, and
if  he should so  determine, he shall so  declare to the  meeting and any such
business not properly brought before the meeting shall not be transacted.  (As
amended September 24, 1993)

     Section  12.   Only  persons who  are nominated  in  accordance with  the
following procedures shall be eligible for election as directors.  Nominations
of persons for election to  the Board of Directors at the annual meeting or by

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                                    <PAGE>

the written  consent of the shareholders, by or at  the direction of the Board
of  Directors, may be made by any  Nominating Committee or person appointed by
the Board of Directors; nominations may also be made by any shareholder of the
corporation entitled  to vote for the election of directors at the meeting who
complies  with the  notice  procedures set  forth in  this  Section 12.   Such
nominations,  other than  those made by  or at  the direction of  the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of  the corporation.  To be timely,  a shareholder's notice shall be delivered
to  or  mailed  and  received  at  the  principal  executive  offices  of  the
corporation addressed to the attention of the Secretary of the corporation not
less  than twenty-five days prior to the  meeting or the date the shareholders
are first solicited for their consents  as the case may be; provided, however,
that, in the case of an annual meeting  and in the event that less than  fifty
days' notice or prior public disclosure of the date of the meeting is given or
made  to shareholders,  notice by  the  shareholder to  be timely  must be  so
received  not  later than  the earlier  of (a) the  close  of business  on the
fifteenth  day following  the day  on which  such  notice of  the date  of the
meeting was mailed or such public disclosure was made, whichever first occurs,
or  (b) two days prior to the date of  the meeting.  Such shareholder's notice
to the  Secretary shall set forth  (a) as to each person  whom the shareholder
proposes to nominate  for election or reelection as a  director, (i) the name,
age,  business address and residence address of the person, (ii) the principal
occupation  or employment of the person,  (iii) the class and number of shares
of capital  stock  of the  corporation  which are  beneficially  owned by  the
person, (iv) a statement  as to  the person's citizenship,  and (v) any  other
information  relating  to  the person  that  is  required to  be  disclosed in
solicitations  for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated  thereunder;  and (b) as  to  the shareholder  giving  the notice,
(i) the  name and record address of the shareholder and (ii) the class, series
and  number  of   shares  of  capital  stock  of  the  corporation  which  are
beneficially  owned by  the  shareholder.   The  corporation may  require  any
proposed  nominee to  furnish  such other  information  as may  reasonably  be
required  by the  corporation to  determine the  eligibility of  such proposed
nominee  to  serve as  a director  of  the corporation.   No  person  shall be
eligible  for election  as a director  of the corporation  unless nominated in
accordance with the procedures set forth herein.

     In connection  with  any annual  meeting, the  Chairman of  the Board  of
Directors shall, if  the facts warrant,  determine and declare to  the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he  should  so determine,  he  shall so  declare  to  the meeting  and  the
defective nomination shall be disregarded.  (As amended September 24, 1993)

                                  ARTICLE III

                                   Directors

     Section 1.  The business  of the corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the corporation and  do all such lawful acts and things  as are not by statute
or by the Articles of  Incorporation or by these By-Laws directed  or required
to be exercised or done by the stockholders.

     Section 2.   The Board of Directors of the corporation may hold meetings,
annual, regular and special, either within or without the State of Nevada.

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                                    <PAGE>

     Section  3.   Regular  meetings of  the Board  of  Directors may  be held
without notice at such time and place as shall from time to time be determined
by the  Board and no  notice of such meeting  shall be necessary  to the newly
elected  directors  in order  legally to  constitute  the meeting,  provided a
quorum shall be present.

     Section 4.  Special meetings of  the Board of Directors may be called  by
the Chairman of the Board or  the President, or a Vice Chairman, and  shall be
called by  the Chairman of  the Board, the  President or Secretary  on written
request of  a majority of the directors.   Notice of special meetings shall be
given by  the Secretary or an  Assistant Secretary of the  corporation to each
director  personally or  by telephone,  facsimile transmission or  telegram at
least two  (2) hours before the meeting, or by mailing written notice at least
four (4) days before the meeting.  (As amended October 28, 1988)

     Section  5.  A  majority of  the Board  of Directors,  at a  meeting duly
assembled,  shall be necessary  to constitute a quorum  for the transaction of
business and the act of a majority  of the directors present at any meeting at
which  a quorum is present shall be the  act of the Board of Directors, except
as may be  otherwise specifically provided  by statute or  by the Articles  of
Incorporation.  A director may  participate in any such meeting by  means of a
conference telephone network or  a similar communications method by  which all
persons participating in the meeting can hear each other.   Participation in a
meeting pursuant  to any such  communications method  constitutes presence  in
person at  such meeting.  Whenever  any director participates in  a meeting by
means of any such  communications method, each of the persons participating in
the meeting shall sign the minutes  thereof.  Any action required or permitted
to be taken at a meeting of the directors may be taken without a meeting if  a
consent in writing, setting forth the action so taken,  shall be signed by all
of the directors entitled to vote with respect to the subject matter thereof.

     Section  6.   The  Board  of Directors  may,  by resolution  passed  by a
majority of the whole Board, designate one  or more committees, each committee
to consist of one or  more of the directors of the corporation,  which, to the
extent  provided in the resolution, shall have  and may exercise the powers of
the  Board of Directors in  the management of the  business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed  to all  papers which may  require it.   Such  committee or committees
shall  have such  name or  names as  may be  determined from  time to  time by
resolution adopted by the Board of Directors.

     Section 7.  Unless other procedures are established by resolution adopted
by the  Board of  Directors, the  provisions of Sections 3,  4 and  5 of  this
Article III shall be  applicable to committees of  the Board of Directors,  if
any  are established.   For  such purpose,  references to  the "Board"  or the
"Board  of Directors" shall be  deemed to refer  to each such  committee.  The
committees shall keep regular minutes of their proceedings and report the same
to the Board when required.  (As amended July 28, 1989)

                                  ARTICLE IV

                                    Notices

     Section  1.   Notice to  directors may  be given  by the Secretary  or an
Assistant Secretary of the corporation to each director by mail, personally or
by telephone,  facsimile transmission or telegram.   (As amended September 22,

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                                    <PAGE>

1989)

     Section 2.  Whenever all parties entitled to vote at any meeting, whether
of directors or stockholders, consent,  either by a writing on the  records of
the meeting  or filed with  the Secretary, or by  presence at such  meeting an
oral consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the  doings of such meeting shall be  as valid
as  if had at  a meeting regularly  called and  noticed.  At  such meeting any
business may be  transacted which is not excepted from  the written consent or
to the consideration of which no objection  for want of notice is made at  the
time.   If any meeting  be irregular  for want of  notice or of  such consent,
provided a quorum was present at such meeting, the proceedings of said meeting
may be ratified and approved and rendered likewise valid and the  irregularity
or defect  therein waived by a writing signed by  all parties having the right
to vote at such  meetings; and such consent or approval of stockholders may be
by proxy or  attorney, but all such proxies and powers  of attorney must be in
writing.

     Section 3.   Whenever any notice whatsoever is required to be given under
the  provisions of the statutes, of the  Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said  notice, whether before  or after  the time stated  therein, shall  be
deemed equivalent thereto.

                                   ARTICLE V

                                   Officers

     Section 1.  The officers of the corporation shall  be chosen by the Board
of Directors and shall hold office at the pleasure of the Board.  The officers
of the corporation shall consist of a Chairman of the Board, a President, such
Vice Chairmen of the Board, such Executive Vice Presidents and Vice Presidents
as the Board of Directors may  elect, a Secretary, a Treasurer, such Assistant
Secretaries  and Assistant Treasurers and such  other officers as the Board of
Directors may elect.  (As amended January 22, 1988)

     Section 2.   Chairman of  the Board  of Directors.   The Chairman of  the
Board  of Directors  shall  be  the Chief  Executive  Officer  and shall  have
responsibility for the overall operations of the corporation; shall preside at
all meetings of the Board of Directors and of the Executive Committee,  if one
be appointed, and of the stockholders; and shall perform such  other duties as
the Board of Directors may from time to time assign.

     Section 3.  Vice Chairman of the  Board of Directors.  Each Vice Chairman
of the Board  of Directors, if any is chosen, shall perform such duties as may
from time to time  be delegated to him by the Chairman of  the Board or as may
be assigned by the Board of Directors.

     Section 4.   Other Officers.   Each  Executive Vice President,  each Vice
President,  the  Secretary,  each  Assistant Secretary,  the  Treasurer,  each
Assistant Treasurer and  each other officer  elected by the  Board shall  have
such powers and perform such duties as  the Board of Directors or the Chairman
of the Board of Directors may from  time to time direct.  (As amended July 28,
1989)

     Section  5.   Resident Agent.   The Board  of Directors  shall choose the

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                                    <PAGE>

resident  agent of  the  corporation, which  may  be either  an individual  or
corporation, resident  or located in the  State of Nevada.   All legal process
and any demand or notice authorized  by law to be served upon  the corporation
may be served upon the resident agent in the manner provided by law.

                                  ARTICLE VI

                             Certificates of Stock

     Section 1.  The Board  of Directors may direct a new stock certificate or
certificates  to be  issued  in  place  of  any  certificate  or  certificates
theretofore issued by the corporation alleged to have been  lost or destroyed,
upon  the making  of an  affidavit of  that fact  by the  person claiming  the
certificate of stock to be lost or destroyed.  When authorizing such  issue of
a new  certificate  or  certificates,  the  Board of  Directors  may,  in  its
discretion and as  a condition precedent to the issuance  thereof, require the
owner  of such lost  or destroyed  certificate or  certificates, or  his legal
representative, to advertise  the same in such manner as  it shall require and
give the corporation a bond in such sum as it may  direct as indemnity against
any  claim  that may  be  made against  the  corporation with  respect  to the
certificate alleged  to have been lost  or destroyed.  The  Board of Directors
may, from time to time, authorize the issuance of new certificates in place of
lost  or destroyed certificates, without the  necessity of action by the Board
of Directors  in each particular case,  upon the filing with  such officers of
the corporation  or such other persons as the Board of Directors may designate
of an affidavit or information and a bond of indemnity  or indemnity agreement
satisfactory to such designated officers or persons, or any of them.

     Section 2.  Stockholders of Record.  The corporation shall be entitled to
recognize the exclusive right  of the person registered on  its books, whether
individually or as a trustee, pledgee or  otherwise, as the owner of shares to
receive dividends,  and to  vote  as such  owner, and  shall not  be bound  to
recognize any equitable  or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.

     Section 3.  The  Board of Directors may fix  a time as a record  date for
the  determination  of  stockholders  entitled  to  receive  any  dividend  or
distribution, or any allotment of rights,  or to exercise rights in respect to
any change, conversion or exchange of shares, and only stockholders  of record
on  that date  shall  be entitled  to  receive the  dividend,  distribution or
allotment of rights or to exercise the rights, as the case may be.

                                  ARTICLE VII

                                     Seal

     The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation and the year of its incorporation.

                                 ARTICLE VIII

                                  Amendments

     These By-Laws may be altered,  amended or repealed at any time  by action
of  the Board of  Directors.   These By-Laws may  also be  altered, amended or

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                                    <PAGE>

repealed by action of the  stockholders at any meeting of the  stockholders if
notice  of such alteration, amendment or repeal  be contained in the notice of
such meeting; provided, however,  that any alteration, amendment or  repeal of
these By-Laws by action of the stockholders  must be approved by the vote of a
least sixty-six  and two-thirds percent (66-2/3%)  of the voting power  of the
shares  of this corporation  entitled to  vote in  the election  of directors,
voting as one class.

                                  ARTICLE IX

                             Control Share Statute

     Section 1.  Shares of this corporation's capital stock beneficially owned
by  an acquiring  person, as such  term is  defined in  Section 78.3782 of the
Nevada Revised Statutes, shall be redeemable as provided in Section 78.3792 of
the Nevada  Revised  Statutes.   This  corporation specifically  reserves  all
rights  accorded to  it under  Sections 78.378-78.3793 of  the  Nevada Revised
Statutes, including the  right to elect not to be  governed by such provisions
under   Section 78.378  of  the   Nevada  Revised   Statutes.     (As  amended
September 22, 1989)

     Section 2.  The provisions of Nevada Revised Statutes Sections 78.378 and
78.3793, inclusive, do not apply to any acquisition of  a controlling interest
in  this  Corporation  by  SBC  Communications  Inc.,  a Delaware  corporation
("SBC"),  pursuant to the  Agreement and Plan  of Merger dated  as of April 1,
1996,  among this Company, SBC Communications Inc. and SBC Communications (NV)
Inc.,  a  Nevada  corporation,  as  the  same  may  be  amended,  modified  or
supplemented.  (As amended April 1, 1996)





























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