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                                                                Exhibit 10pp.v
                                                                --------------

                        SUPPLEMENTAL BENEFIT AGREEMENT
 
     This  Agreement, entered  into  effective as  of  July 1,  1994,  between
DAVID W. DORMAN  (the   "Officer")  and   PACIFIC  TELESIS  GROUP,   a  Nevada
corporation ("PTG"),

                             W I T N E S S E T H:

     WHEREAS  the  Officer  and  PTG  entered  into  an  Employment  Agreement
effective  as of  July 1,  1994 (the  "Employment  Agreement"), and  agreed on
certain supplemental pension benefits  as described in a letter dated June 16,
1994, from J. R. Moberg to Officer (the "June 16 letter"), and

     WHEREAS the Officer and PTG wish to  supplement the June 16 letter with a
formal agreement in order to reconcile any possible conflicts between the June
16  letter and the Employment Agreement and  to clarify any ambiguities in the
supplemental pension benefits to be provided to the Officer:

     Now, Therefore, the parties agree as follows:

Section 1.  PRIOR AGREEMENTS.

     The  agreements made in the June 16 letter regarding supplemental pension
benefits are hereby terminated and replaced by this Agreement.  This Agreement
shall not supersede or limit, and  shall not be superseded or limited  by, the
Employment Agreement.

Section 2.  AMOUNT OF SUPPLEMENTAL PENSION BENEFIT.

     (a)  If the Officer ceases to be employed by  PTG or any affiliate of PTG
on or after the Officer  completes five (5) "Years of Service" as such term is
defined in  the Pacific Telesis Group Pension Plan for Salaried Employees (the
"Pension Plan"), then the Officer shall be  entitled to a pension paid by  PTG
equal to  a percentage of  his Basic  Compensation as set  forth in  the table
below,  up to  a maximum  of  fifty percent  (50%) (assuming  such pension  is
payable as an individual-life annuity).

















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                          Completed                   Percentage of
                      Years of Service             Basic Compensation
                      -----------------           --------------------
                              1                             0
                              2                             0
                              3                             0
                              4                             0
                              5                           12.25
                              6                           14.70
                              7                           17.15
                              8                           19.60
                              9                           22.05
                             10                           24.50
                             11                           26.95
                             12                           29.40
                             13                           31.85
                             14                           34.30
                             15                           36.75
                             16                           39.20
                             17                           41.65
                             18                           44.10
                             19                           46.55
                             20                           49.00
                             21                           50.00
                                   (Maximum of 50.00%)

     (b)  For all purposes under this Agreement, the term "Basic Compensation:
shall mean the average annual salary actually received during the Compensation
Period plus the average  standard short-term award for the  Officer's position
rate  for  the Compensation  Period, before  the  application of  any deferral
elections  under plans or programs sponsored by  PTG (or its affiliates).  The
term "Compensation Period" shall mean the  last 60 months of employment by PTG
or any affiliate of PTG.

     (c)  The amount of any pension benefit payable under this Agreement shall
be reduced  (not below zero)  by the  amount of any  pension benefits  payable
under the  Pacific Telesis  Group  Executive Non-Qualified  Pension Plan,  the
Pacific  Telesis Group  Supplemental  Executive Retirement  Plan, the  Pacific
Telesis  Group Mid-Career  Pension Plan,  the pension  portion of  the Pacific
Telesis Group Senior Management  Long Term Disability and  Survivor Protection
Plan and the Pension Plan.















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Section 3.  FORM OF SUPPLEMENTAL PENSION BENEFITS.

     (a)  By filing an election with  the Compensation and Personnel Committee
of the Board of  Directors of PTG (the "Committee"), the  Officer may elect to
receive  the pension described in Section 2 in  any of the forms available for
benefits  under the  Pension  Plan; provided,  however,  that any  single  sum
cashout payment of a benefit hereunder is expressly subject to the Committee's
discretion  to pay  in a  form other than  a single  sum.   Unless the Officer
elects  otherwise  in  accordance  with the  preceding  sentence,  the pension
described  in Section 2 shall be in  the form of a joint-and-survivor annuity.
Such annuity shall be payable first to the Officer and then  to his spouse, if
she survives him.  The  amount of the pension payable as  a joint-and-survivor
annuity for  the Officer's life shall be equal to  90% of the pension computed
in Section 2, and 50% of the reduced amount shall be payable to his spouse (if
she survives him) for her lifetime.

     (b)  Pension  payments under  Section  2 shall  be  payable in  a  manner
consistent with the rules concerning the payment of benefits under the Pension
Plan.  For this purpose, the Officer's pension effective date shall be deemed 
to be the day  following the date when  termination of employment with  PTG or
any  affiliate of  PTG occurs.   Survivor  benefits shall  be determined  in a
manner consistent with the rules concerning the payment of such benefits under
the Pacific Telesis Group Executive Non-Qualified Pension Plan.

Section 4.  PLAN AMENDMENTS.

     This Agreement  shall not  limit any right  of PTG or  its affiliates  to
modify at any time their benefit plans, the benefit plans  they participate in
or the benefits they  provide to employees or former  employees, provided that
no modification shall reduce the benefits described in this Agreement.

Section 5.  CONSTRUCTION AND ENFORCEMENT.

     (a)  The  invalidity  or  unenforceability   of  any  provision  of  this
Agreement  shall  not  affect the  validity  or  enforceability  of any  other
provision hereof.

     (b)  The validity,  interpretation, construction and performance  of this
Agreement shall be governed by the laws of the State of California.

     (c)  Any  dispute or controversy arising under or in connection with this
Agreement  shall be  settled exclusively  by  arbitration pursuant  to section
12(g) of the Employment Agreement.

Section 6.  MISCELLANEOUS PROVISIONS.

     (a)  There shall be no  right of setoff or  counterclaim with respect  to
any  claim, debt  or obligation  against payments  to the  Officer under  this
Agreement.

     (b)  The  rights of  any  person  to  payments  or  benefits  under  this
Agreement  shall  not be  made  subject  to option  or  assignment, either  by
voluntary or  involuntary assignment or  operation of law,  including (without
limitation) bankruptcy, garnishment,  attachment or other creditor's  process,
and any action in violation of this Subsection (b) shall be void.

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     (c)  All payments made  pursuant to  this Agreement shall  be subject  to
withholding of applicable taxes.

Section 7.  EFFECTIVE DATE.

     This Agreement shall be effective upon its execution.


















































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     IN WITNESS  WHEREOF, each of the parties has  executed this Agreement, in
the case  of Pacific by  its duly authorized officer,  as of the  day and year
first above written.

                    PACIFIC TELESIS GROUP


                    By:  /s/ J. R. Moberg
                    --------------------------
                    Executive Vice-President - 
                    Human Resources




                     /s/ David W. Dorman
                    -------------------------
                    David W. Dorman






































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