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                                                                  Exhibit 10ss
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                             PACIFIC TELESIS GROUP

                      OUTSIDE DIRECTORS' RETIREMENT PLAN

     WHEREAS, PACIFIC TELESIS  GROUP desires  to provide retirement income  to
its outside  directors through  the maintenance  of an  unfunded, nonqualified
retirement plan; 

     WHEREAS, effective  February 22, 1985, PACIFIC TELESIS  GROUP adopted the
PACIFIC TELESIS GROUP OUTSIDE DIRECTORS' RETIREMENT PLAN;

     NOW, THEREFORE,  effective January 26,  1996, PACIFIC  TELESIS GROUP does
hereby amend the PACIFIC  TELESIS GROUP OUTSIDE DIRECTORS' RETIREMENT  PLAN in
its entirety to provide as follows: 


                                   ARTICLE I

                                  DEFINITIONS

Section 1.1    General

Whenever the  following terms  are  used in  this Plan,  they  shall have  the
meaning specified below unless the context clearly indicates to the contrary.

Section 1.2    Annual Retainer

"Annual Retainer"  shall mean  the yearly  fee paid  to  an Outside  Director,
irrespective of meeting attendance. 

Section 1.3    Board of Directors

"Board of  Directors" shall  mean the  Board of Directors  of the  Company, as
constituted from time to time. 

Section 1.4    Company

"Company" shall mean the Pacific Telesis Group, a Nevada corporation. 

Section 1.5    Director

"Director" shall mean a member of the Board of Directors. 

Section 1.6    Outside Director

"Outside  Director"  shall  mean each  Director  who  is  not concurrently  an
employee of the Company or of a subsidiary of the Company. 







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Section 1.7    Participant

"Participant" shall mean any Outside Director included in the Plan as provided
in Article II. 

Section 1.8    Plan

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


                                  ARTICLE II

                         ELIGIBILITY AND PARTICIPATION

Section 2.1    Eligibility To Participate

Each Outside Director who was a participant in the Plan as of January 26, 1996
shall  remain a  Participant in  this  Plan unless  such  Outside Director  is
eligible to make an  election to waive participation and  waives participation
in this Plan pursuant to Section 2.2.

Each Outside Director  who was an Outside Director  both on December 31, 1995,
and on January 1, 1996 and who was not a Participant in this Plan shall become
a  Participant in the Plan effective May 2,  1996 if such Outside Director has
not waived participation in this Plan pursuant to Section 2.2.

Section 2.2    Election Not To Participate in This Plan

This Section 2.2  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 this 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  this
Plan, or the Outside Director may elect to become a Participant in the Pacific
Telesis  Group Outside Directors'  Deferred Stock Unit  Plan and  to waive all
benefits  under this Plan (whether  such benefits are  attributable to service
before or after January 1, 1996).

     (b)  If  the Outside Director's annual benefit accrued under this 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 this Plan
as to the Outside Director's prorata accrued benefit and receive only  certain
benefits  under the  Pacific Telesis Group  Outside Directors'  Deferred Stock
Unit, or the Outside Director may elect to become a Participant in the Pacific
Telesis  Group Outside  Directors' Deferred  Stock Unit  Plan for  his or  her
entire retirement benefit and to  waive all benefits under this Plan  (whether
such benefits are attributable to service before or after January 1, 1996).

The  election under  this Section 2.2 shall  be made  in writing  on or before
May 1, 1996, and shall be irrevocable thereafter.



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                                  ARTICLE III

                                  RETIREMENT

Section 3.1    Commencement of Benefit

A  Participant's retirement  benefit shall  commence on the  first day  of the
month following the later of:

     (a)  His or her 65th birthday; or

     (b)  The date he or she ceases to serve as a Director.

Clause (a)  shall  not apply  if the  Participant  has become  permanently and
totally disabled. 

Section 3.2    Retirement Benefit Amount

The annual retirement  benefit payable to a Participant under this Article III
shall be equal to a percentage of the annual retainer in effect at the time of
retirement,  which percentage  is equal  to 15%  multiplied by  the Director's
years of service (not to exceed 100%).  Service prior to the effective date of
this Plan  shall be taken  into account for  the purpose of this  Section 3.2,
including service on the Board of Directors of Pacific Bell (formerly known as
"The Pacific Telephone  and Telegraph Company").  Simultaneous service on  the
Boards  of the Company and of  Pacific Bell shall count as  only one period of
service.   For purposes  of this Section 3.2  only, any period  served will be
rounded to  the next higher whole  year.  For Outside  Directors whose accrued
benefit as of  May 1, 1996, is equal to less  than 100% of the annual retainer
and who  elect pursuant to Section 2.2 to continue participation of this Plan,
the  "years of  service" for  purposes of  calculating the  percentage of  the
retainer benefit shall  be the whole years  calculated as of May 1,  1996, and
such years shall not increase with further service. 

This  benefit  shall  continue for  the  life  of  the  Participant.   If  the
Participant  is reelected to the  Board while receiving  a retirement benefit,
further payment of such benefit shall be terminated until the Participant once
again ceases to serve as an Outside Director. 


















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                                  ARTICLE IV

                              PLAN ADMINISTRATION

Section 4.1    Funding

This Plan shall not be funded either by the  creation of a separate trust fund
or by the establishment of any alternative funding program.  Benefits shall be
paid from the  general assets of the Company.   The Company shall be  under no
obligation to segregate or earmark any cash or other property  for the payment
of any benefits under this Plan, nor shall the Company be under any obligation
to purchase insurance to provide any benefits.   If any cash or other property
is segregated or  earmarked by the  Company or if  insurance is purchased  for
such purpose, no Participant shall have  any right whatsoever in any such cash
or  other property  but the  same shall  remain free  for disposition  for any
purpose by the Company.   Participation in the Plan shall not  give any person
any  right of  claim to  a retirement  income or  any other  benefit hereunder
except  to the  extent that there  are funds  therefor as part  of the general
assets of the Company.  

Section 4.2    Administration and Interpretation

The Board of Directors 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  of
Directors with  respect to any issues  relating to the interpretation  of this
Plan  shall be final,  conclusive and binding  on all  parties.  The  Board of
Directors 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 of Directors.  

Section 4.3    Termination and Amendment

The Board of  Directors may terminate, suspend or amend this  Plan in whole or
in  part,  at any  time,  as  it may  deem  advisable.   No  such termination,
suspension, or amendment shall impair any rights which have already accrued to
a Participant under this Plan; provided, however, that to the  extent that the
Board of  Directors  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.

Section 4.4    Assignment

No Participant nor any other  person shall have any right or  interest in this
Plan or  its continuance, or in  the payment of any  benefit hereunder, unless
and until  all the provisions of  this Plan, the rules  adopted hereunder, and
restrictions  and limitations on any  benefit provided herein  have been fully
satisfied.   No rights  under  this Plan,  contingent or  otherwise, shall  be
assignable or subject to any pledge or encumbrance of any nature.  





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Section 4.5    Required Withholdings

There shall be deducted from all payments of benefits under the Plan any taxes
or  other amounts  which may  be required  to be  withheld by  the Company  in
respect of such payments.



















































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