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                                                                  Exhibit 10gg
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                             PACIFIC TELESIS GROUP

                          DEFERRED COMPENSATION PLAN
                                      FOR
                            NON-EMPLOYEE DIRECTORS

                 (Restated as Amended as of November 17, 1995)
























































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                               TABLE OF CONTENTS


                                                                    PAGE
                                                                    ----

     1. ELIGIBILITY ..............................................   1
     2. PARTICIPATION ............................................   1
     3. DEFERRED ACCOUNTS ........................................   1
     4. DISTRIBUTION .............................................   1
     5. MISCELLANEOUS ............................................   2























































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1.   ELIGIBILITY

Each member of the Board of  Directors of Pacific Telesis Group ("PTG"  or the
"Company")  who is not an employee of the Company, or any of its subsidiaries,
is  eligible to participate in  a Deferred Compensation  Plan for Non-Employee
Directors ("Plan").

2.   PARTICIPATION

     (a)  Prior to the  beginning of  any calendar year,  commencing with  the
calendar year 1985, each eligible Director or designated Director may elect to
participate in  the Plan by directing that all or any part of the compensation
which would otherwise  have been payable currently for  services as a Director
(including fees payable for services as a member of a committee of  the Board)
during such calendar year and subsequent calendar years shall be credited to a
deferred  compensation   account   subject  to   the   terms  of   the   Plan.
Notwithstanding  the foregoing, no deferral election made under this Section 2
shall  be effective with respect  to compensation payable  during any calendar
year after 1995.

     (b)  An election to  participate in the  Plan shall be in  the form of  a
document executed by the Director and filed with the Secretary of the Company.
An  election related to fees otherwise  payable currently in any calendar year
shall  become irrevocable  on the  last  day prior  to the  beginning of  such
calendar year.  An  election shall continue  until a Director  ceases to be  a
Director or  until he or she  terminates or modifies such  election by written
notice.  Any such termination or modification shall become effective as of the
end of the calendar  year in which  such notice is given  with respect to  all
fees otherwise payable in subsequent calendar years.

     (c)  A  Director who has filed  a termination of  election may thereafter
again  file  an  election  to  participate for  any  calendar  year  or  years
subsequent to the filing of such election.

3.   DEFERRED ACCOUNTS

Deferred amounts shall be  credited to the Director's  account and shall  bear
interest from the date such fees would otherwise have been paid.  The interest
credited  to the  account  will be  compounded  annually at  the  end of  each
calendar year  shall be determined by the PTG Board  of Directors from time to
time.

4.   DISTRIBUTION

     (a)  At the time of election to participate in the Plan, a Director shall
make an election with  respect to the  distribution of amounts deferred  under
the  Plan plus  accumulated interest.   A Director  may elect  to receive such
amounts in one  payment or in some other number  of approximately level annual
installments (not exceeding 15).  The amount of an annual installment shall be
calculated by dividing the  total amount, including interest, credited  to the
Director's  account immediately  prior  to such  installment by  the remaining
number of installments.   As specified by the Director,  the first installment
(or the single payment  if the Director has so elected) shall  be paid as soon
as practicable  after the  first day  of the calendar  year following  (i) the
calendar  year in which the Director ceases to be a Director of the Company or
any of its subsidiaries, (ii) the calendar year in which  the Director attains

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a specified age (between age 59-1/2 and 75), (iii) the earlier of  a specified
number  of years (maximum of five) after  the Director ceases to be a Director
of the Company or any of its subsidiaries or the attainment of age 75, or (iv)
the earlier of the attainment of a specified age (but not younger than 59-1/2)
or the calendar  year in which  the Director ceases  to be  a Director of  the
Company or any of its subsidiaries.   Subsequent installments shall be paid on
the  first  day of  each  succeeding calendar  year  until  the entire  amount
credited to the Director's account is paid.  Amounts held pending distribution
pursuant to this Item shall continue to accrue interest at the rate stated  in
Item 3.

     (b)  The election  with respect to  the distribution of  amounts deferred
under the Plan  plus accumulated interest shall be  contained in the document,
referred  to  in Item  2(b),  executed  by the  Director  and  filed with  the
Secretary of the Company.  Such  an election related to fees otherwise payable
currently in  any calendar year shall become irrevocable on the last day prior
to the beginning of such calendar year.

     (c)  Notwithstanding  an election pursuant to  Item 4(a), in  the event a
Director ceases to be a Director of the Company or any of its subsidiaries and
becomes  a  proprietor,  officer,  partner,  employee,  or  otherwise  becomes
affiliated with any business that is in competition with the Company or any of
its  subsidiaries,  or  becomes employed  by  any  governmental agency  having
jurisdiction over the activities  of the Company  or any of its  subsidiaries,
the  entire  balance  of deferred  fees,  including  interest,  shall be  paid
immediately in a single payment.

     (d)  A  Director may elect  that, in  the event  the Director  should die
before full payment  of all amounts  credited to the  Director's account,  the
balance of the deferred  amounts shall be distributed in one payment,  or in a
number of  annual installments (not exceeding 10), or by a continuation of the
installment distributions being  made or to  be made to  the Director, to  the
beneficiary or beneficiaries designated  in writing by the Director, or  if no
designation has been made, to the estate of  the Director in a single payment.
The  first installment (or the single payment  if the Director has so elected,
shall be paid on or about the first day of the calendar quarter next following
the month of death.  The preceding sentence shall not apply if the beneficiary
or   the  beneficiaries   are  to  receive   a  continuation   of  installment
distributions  being made  or to  be made  to the  Director.   [Entire of  (d)
amended December 18, 1992]

     (e)  For  purposes of determining when a distribution shall be made under
this  Section 4, a member  of the Board of Directors  of Pacific Telesis Group
who becomes  a member of  the Board of Directors  of PacTel Corporation  on or
before  the total and complete  separation of PacTel  Corporation from Pacific
Telesis Group shall not  be considered to have ceased to be  a Director of the
Company or any of  its subsidiaries until he or  she ceases to be a  member of
the Board of Directors  of PacTel Corporation. [Entire  of (e) added  February
25, 1994.]

5.   MISCELLANEOUS

     (a)  The  rights of  a  Director to  any  deferred fees  and/or  interest
thereon  shall be those of a general creditor  and shall not be subject in any
manner to assignment by the Director.


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     (b)  The  Company  shall not  be required  to  reserve, or  otherwise set
aside, funds  for the  payment of its  obligations hereunder.   The  Company's
obligation to pay the deferred amounts shall be unfunded as to the Director.

     (c)  Copies of the Plan and any and all amendments thereto  shall be made
available  at all  reasonable times  at  the office  of the  Secretary of  the
Company to all Directors.

     (d)  The Executive Vice President, Human Resource Department of PTG, with
the approval  of the  Executive   Vice and  General Counsel  of PTG, shall  be
authorized to make minor or administrative changes to the Plan.














































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