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                                                                Exhibit 10oo
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                            PACIFIC TELESIS GROUP

                 OUTSIDE DIRECTORS' DEFERRED STOCK UNIT PLAN

ARTICLE 1.     INTRODUCTION.

The Plan was adopted by the Board  on January 26, 1996, to be effective  May
2,  1996.  This Plan replaces the  Retirement Plan for (a) Outside Directors
whose  Service commences  on  or after  January  1,  1996, and  (b)  Outside
Directors whose Service  commenced before January 1, 1996,  but who elect to
participate in this Plan in lieu of the Retirement Plan, either as  to their
entire benefit  or as  to a  portion of their  benefit under  the Retirement
Plan.  

The purpose of the Plan is to provide compensation to Outside Directors in a
form  that  aligns  their interests  with  the  interests  of the  Company's
stockholders.   The Plan provides for  grants of Stock Units  whose value at
any given time is equal to the value of shares of Common Stock.

ARTICLE 2.     ADMINISTRATION.

The Plan  shall be administered by  the Committee.  The  Committee shall (a)
interpret the  Plan  and  (b)  make  all other  decisions  relating  to  the
operation of the Plan.  The Committee may adopt such rules or  guidelines as
it  deems appropriate to implement the Plan.  The Committee's determinations
under the Plan shall be final and binding on all persons.

ARTICLE 3.     ELIGIBILITY AND PARTICIPATION.

3.1  Commencement  of Participation.    Participation in  the Plan  shall be
limited to Outside Directors who either:

     (a)  Start serving as Outside Directors on or after January 1, 1996; or

     (b)  Started serving  as Outside Directors before  January 1, 1996, but
elected to participate in this Plan pursuant to Section 3.2.

Eligible Outside Directors shall  begin participating in the Plan  on May 2,
1996, or when their Service commences, whichever is later.

3.2  Election To Participate in This Plan.  This Section 3.2  shall apply to
each Outside Director who was an Outside Director both on December 31, 1995,
and  on January 1,  1996.  Such  Outside Director shall  elect in accordance
with the following alternatives:

     (a)  If  the  Outside  Director's  annual  benefit  accrued  under  the
Retirement Plan as of May  1, 1996 is equal  to 100% of the annual  retainer
payable to Outside  Directors, the Outside  Director may elect  to remain  a
participant in  the Retirement Plan;  or the Outside  Director may elect  to
become a  Participant in  this  Plan and  to waive  all  benefits under  the
Retirement Plan (whether such benefits are attributable to Service before or
after January 1, 1996).


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     (b)  If  the  Outside  Director's  annual  benefit  accrued  under  the
Retirement Plan as  of May 1, 1996, is less than 100% of the annual retainer
payable to Outside  Directors, the  Outside Director may  elect to remain  a
participant  in the  Retirement Plan  as to  the Outside  Director's prorata
accrued  benefit  and  receive only  certain  benefits  under  this Plan  as
described  under Section  4.2 below, or  the Outside  Director may  elect to
become a Participant in this Plan as to his or her entire retirement benefit
and to waive all benefits under  the Retirement Plan (whether such  benefits
are attributable to Service before or after January 1, 1996).

The election  under this Section 3.2  shall be made in writing  on or before
May 1, 1996, and shall be irrevocable thereafter.

3.3  Termination  of  Participation.     Participation  in  the  Plan  shall
terminate when the Outside Director has received all benefits payable to him
or her under the Plan. 

ARTICLE 4.     NUMBER OF STOCK UNITS.

4.1  General  Rule.   Each  Outside Director  who  began serving  as Outside
Director on or after January 1, 1996 shall receive 400 Stock Units for  each
calendar year in which he or she meets the following requirements:

     (a)  The Outside Director is  a Participant on January 1 of  such year;
and

     (b)  The  Outside  Director will  not receive  any  grant of  shares of
Common Stock  at any time during  such year under the  Pacific Telesis Group
1994 Stock Incentive Plan or any other plan of the Company.

The grant of Stock Units  for a calendar year shall occur as of  the date of
the regular annual meeting of the Company's shareowners for such year.

4.2  One-Time Grant for  Pre-1996 Directors.  Each Participant whose Service
commenced  before  January  1,  1996,  and  who  has  elected  to  become  a
participant under this Plan as to his or her entire retirement benefit shall
receive a grant of Stock Units as of May 2, 1996.  The number of Stock Units
included in such grant shall be equal to:

     (a)  The Present Value of  the Participant's accrued benefit  under the
Retirement Plan as of May 1, 1996, divided by

     (b)  The closing price of one share of Common Stock reported by the New
York  Stock  Exchange Composite  Transactions Report  (as  set forth  in the
Western Edition of The Wall  Street Journal) for the last trading  day prior
to May 2, 1996.

The number of Stock Units shall be rounded to the nearest multiple of five.

4.3  Additional  Grant for  Certain  Pre-1996 Directors.   This  Section 4.3
shall  apply to each Participant  whose Service commenced  before January 1,
1996,  and whose annual benefit accrued under  the Retirement Plan as of May
1,  1996, is  less  than 100%  of  the annual  retainer  payable to  Outside
Directors.  


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     (a)  Numbers of Stock  Units Granted   A Participant described  in this
Section 4.3 shall receive an  additional grant of Stock Units  determined as
follows:

          (i)  There shall  be calculated the hypothetical  Present Value of
the Participant's  accrued benefit under the Retirement  Plan as of the Full
Accrual  Date, assuming that the Participant had continued to participate in
the Retirement Plan  until the Full Accrual Date and  from such amount shall
be subtracted the Present Value of the Participant's accrued benefit in full
years under the Retirement Plan as of May 1, 1996.

          (ii) The Participant  shall receive  an additional grant  of Stock
Units  as of  May 2,  1996.   The  number of  Stock Units  included  in such
additional grant shall be  equal to the amount  calculated under (i)  above,
divided by the closing price  of one share of  Common Stock reported by  the
New York Stock Exchange Composite  Transactions Report (as set forth in  the
Western Edition of  The Wall Street Journal) for the  last trading day prior
to May 2, 1996.

The number of Stock Units shall be rounded to the nearest multiple of five.

     (b)   Vesting of Stock  Units and Associated Dividend  Equivalents.  In
determining  the number of Stock Units  (and dividend equivalents associated
with such  Stock  Units) available  for  settlement and  distribution  under
Article 6, the Stock Units and associated dividend equivalents granted under
this Section 4.3  shall vest annually as of  the date of the  regular annual
meeting  of the Company's  shareowners on a  prorata basis  during the years
between May 2, 1996 and the Outside Director's Full Accrual Date.

ARTICLE 5.     DIVIDEND EQUIVALENTS.

Prior  to settlement,  each Stock  Unit  shall carry  with it  the right  to
dividend  equivalents.  Such right  entitles the Participant  to be credited
with an amount equal to all cash dividends paid on one share of Common Stock
while  the Stock  Unit  is  outstanding.    Dividend  equivalents  shall  be
converted  into  additional Stock  Units and  shall  be settled  pursuant to
Article 6.   The conversion into  Stock Units shall be based  on the closing
price  of Common Stock  reported by  the New  York Stock  Exchange Composite
Transactions Report  (as set forth in the Western Edition of The Wall Street
Journal) for  the last trading day  prior to the  date when the  dividend is
paid.   The number  of Stock  Units shall  be rounded  to the  nearest whole
number of Units.

ARTICLE 6.     DISTRIBUTION RULES AND SETTLEMENT OF STOCK UNITS.

6.1  General  Rule.   Stock  Units  shall normally  be  settled as  soon  as
reasonably practicable  after the  Participant's Service terminates  for any
reason;  provided, however,  that  any Stock  Units  or associated  dividend
equivalents that have not vested under Section 4.3(b) shall not be available
for settlement or distribution.  Stock  Units shall be settled by paying the
Participant a  lump sum in cash, unless the Participant has made an election
pursuant to  Section 6.2 to receive  installments.  The amount  of such lump
sum shall be equal to the product of:



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     (a)  The  number  of  vested  Stock  Units  held  by  the   Participant
(including dividend equivalents converted into Stock Units); times

     (b)  The closing price of one share of Common Stock reported by the New
York  Stock  Exchange Composite  Transactions Report  (as  set forth  in the
Western Edition  of The Wall Street Journal)  for the trading day coinciding
with or next preceding the Participant's last day of Service.

6.2  Election of  Installment Form of Distribution.   Within 30 days  of the
time a Participant first begins participation under the Plan, he  or she may
make an irrevocable written election to receive the distribution of the cash
representing  the  settlement of  his or  her  Stock Units,  less applicable
withholding   and  employment   taxes,   in   approximately   equal   annual
installments.  In accordance  with procedures established by the  Company, a
Participant may elect to receive payment in one of the following forms:

     (a)  approximately five equal annual installments; or

     (b)  approximately ten equal annual installments. 

Installments subsequent to the first installment to the Participant shall be
paid as soon as practicable after the January 1 of  each succeeding calendar
year  until the  entire  value, less  applicable withholding  and employment
taxes,  is distributed.   The portion of  Stock Units being  held for future
installments shall  be credited  with dividend  equivalents as described  in
Article 5 prior  to distribution.  The amount of  each installment after the
first installment shall be calculated in the manner described in Section 6.1
above, using the closing price the trading coinciding with or next preceding
December 31 of the year prior to distribution.

6.3  Death of  Participant.  Any  payment under  Section 6.1 or  Section 6.2
after the  Participant's death shall  be made to  his or her  beneficiary or
beneficiaries.  Each  Participant shall designate one or  more beneficiaries
for  this  purpose by  filing  the  prescribed form  with  the  Company.   A
beneficiary  designation may be changed  by filing the  prescribed form with
the Company at any time  before the Participant's death.  If  no beneficiary
was  designated or  if no designated  beneficiary survives  the Participant,
then any payment after  the Participant's death shall be made  to his or her
estate.

ARTICLE 7.     PROTECTION AGAINST DILUTION

7.1  Adjustments.  In the  event of a subdivision of the  outstanding shares
of Common  Stock, a  declaration of  a dividend payable  in Common  Stock, a
combination or consolidation of  the outstanding shares of Common  Stock (by
reclassification  or otherwise)  into a  lesser number  of shares  of Common
Stock,  a recapitalization, a spinoff or a similar occurrence, the Committee
shall make such adjustments as it, in its sole discretion, deems appropriate
in one or more of:

     (a)  The number of Stock  Units to be granted thereafter  under Article
4; and

     (b)  The number of Stock Units already held by any Participant.


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7.2  Reorganizations.  In the  event that the Company is a party to a merger
or other  reorganization, Stock Units shall  be subject to  the agreement of
merger or reorganization.   Such agreement may  provide, without limitation,
for the  assumption of the Stock  Units by the surviving  corporation or its
parent  (with equitable adjustments), for their  continuation by the Company
(if the Company is a surviving corporation) or for accelerated settlement in
cash.

ARTICLE 8.     GENERAL PROVISIONS.

8.1  Creditors' Rights.  A Participant shall have no rights other than those
of a general creditor of the Company.  Stock Units represent an unfunded and
unsecured obligation  of the Company, subject to the terms and conditions of
the Plan.

8.2  Voting Rights.  Participants  shall have no voting rights  with respect
to their Stock Units.

8.3  Assignment of  Rights.   Amounts credited under  the Plan shall  not be
anticipated, assigned,  attached, garnished,  optioned, transferred or  made
subject to any creditor's process,  whether voluntarily, involuntarily or by
operation of law.   Any act in violation of this  Section 8.3 shall be void.
However, this Section 8.3 shall not preclude a Participant  from designating
one or more beneficiaries pursuant  to Section 6.3, nor shall it  preclude a
transfer  of amounts  credited under  the Plan  by will  or by  the laws  of
descent and distribution.

8.4  Withholding  Taxes.   To  the  extent required  by  applicable federal,
state, local  or foreign law,  a Participant or  his or her  successor shall
make  arrangements satisfactory to the  Company for the  satisfaction of any
withholding tax  obligations that arise  in connection  with the Plan.   The
Company shall not  be required to make any payment under the Plan until such
obligations are satisfied.

8.5  Choice of Law.  The Plan shall be governed by, and construed in accord-
ance  with, the  laws of  the State  of Nevada  (except  their choice-of-law
provisions).

8.6  Administration  and Interpretation.    The Board  shall  have the  sole
authority to construe and  interpret this Plan in accordance  with its terms
and provisions and  to make  rules relating to  the administration  thereof.
The decision  of  the Board  with  respect to  any  issues relating  to  the
interpretation of this  Plan shall be final,  conclusive and binding on  all
parties.  The  Board may delegate  any part of  its duties hereunder to  the
Company's Executive  Vice President--Human  Resources, subject to  the final
authority  of the Board.   The Executive Vice  President--Human Resources of
the  Company, with the approval of the  Executive Vice President and General
Counsel of the Company, shall be  authorized to make minor or administrative
changes to the Plan.







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ARTICLE 9.     FUTURE OF THE PLAN.

9.1  Term  of  the Plan.    The  Plan, as  set  forth  herein, shall  become
effective on May 2, 1996.  The Plan shall  remain in effect until it is ter-
minated pursuant to Section 9.2.

9.2  Amendment  or Termination.   The  Board may,  at any  time and  for any
reason, amend or  terminate the  Plan.  An  amendment of  the Plan shall  be
subject to  the approval of  the Company's  stockholders only to  the extent
required by applicable laws, regulations or rules.  No Stock  Units shall be
granted under  the Plan after  the termination thereof.   The termination of
the Plan, or any amendment  thereof, shall not affect any Stock  Unit previ-
ously granted under the Plan; provided, however, that to the extent that the
Board  approves any new benefit plan or  improvement to any existing benefit
plan applicable to  Outside Directors,  it may terminate  rights which  have
already accrued to a Participant under this Plan if, in its sole discretion,
it determines that  the benefits payable to a Participant  under such new or
improved plan adequately replace the benefits provided hereunder.

ARTICLE 10.      DEFINITIONS.

10.1 "Board" means the  Company's Board  of Directors,  as constituted  from
time to time.

10.2 "Committee"  means  the Compensation  and  Personnel  Committee of  the
Board.

10.3 "Common Stock" means the common stock of the Company.

10.4 "Company" means Pacific Telesis Group, a Nevada corporation.

10.5 "Full  Accrual Date"  means  the earliest  date  on which  the  Outside
Director could separate  from Service  with a benefit  under the  Retirement
Plan  equal to 100% of the annual  retainer payable to Outside Directors, as
in effect at the time of the separation from Service.

10.6 "Outside Director" means a member of the Board who is  not a common-law
employee of the Company or a subsidiary of the Company.

10.7 "Participant" means an  Outside Director who  participates in the  Plan
pursuant to Article 3.

10.8 "Plan"  means this  Pacific Telesis  Group Outside  Directors' Deferred
Stock Unit Plan, as amended from time to time.

10.9 "Present Value" means the present actuarial value, determined by  using
the  actuarial assumptions that would be applicable  on the date in question
for  calculation of pension benefits under the Pacific Telesis Group Pension
Plan for Salaried Employees.

10.10 "Retirement Plan"  means the Pacific Telesis Group  Outside Directors'
Retirement Plan, as amended from time to time.




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10.11 "Service" means service as an Outside Director.

10.12  "Stock Unit"  means a  bookkeeping entry  representing, at  any given
time, the dollar value at such time of one share of Common Stock.

ARTICLE 11.  EXECUTION.

To record the adoption of the Plan by the Board, the Company has  caused its
duly authorized officer to affix the corporate name and seal hereto.















































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