<PAGE>

                                                                    Exhibit 24
                                                                    ----------
                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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  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
22nd day of March, 1996.


/s/ Gilbert F. Amelio                             /s/ Lewis E. Platt       
    Director                                          Director                
/s/ William P. Clark                              /s/ Toni Rembe          
    Director                                          Director                
/s/ Herman E. Gallegos                            /s/ S. Donley Ritchey
    Director                                          Director                
/s/ Frank C. Herringer                            /s/ Richard M. Rosenberg
    Director                                          Director                
/s/ Mary S. Metz
    Director


























                                    <PAGE>

                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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
22nd day of March, 1996.



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