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                                                                Exhibit 10qq
                                                                ------------

                            PACIFIC TELESIS GROUP

                 1996 DIRECTORS' DEFERRED COMPENSATION PLAN



































                                   <PAGE>

SECTION 1. ELIGIBILITY ................................................. 1

SECTION 2. PARTICIPATION; DEFERRAL ELECTION ............................ 1

  2.1 Deferral Election ...............................................  1
  2.2 Form of Election, Modification or Termination ...................  1
  2.3 New Election After Prior Election Terminated ....................  1

SECTION 3. DEFERRED COMPENSATION ACCOUNTS .............................. 1

  3.1 Establishment of Accounts; Credited Interest ....................  1
  3.2 No Funding or Assignment ........................................  1

SECTION 4. DISTRIBUTION ................................................ 2

  4.1 Distribution Election ...........................................  2
  4.2 Options for Distribution During Life ............................  2
  4.3 Immediate Single Payment ........................................  2
  4.4 Options for Distribution In the Event of Death ..................  3

SECTION 5. ADMINISTRATION, AMENDMENT AND TERMINATION ................... 3

  5.1 Plan Document ...................................................  3
  5.2 Amendment .......................................................  3
  5.3 Termination .....................................................  3

SECTION 6. DEFINITIONS ................................................. 4







































                                   <PAGE>

                            PACIFIC TELESIS GROUP
                 1996 DIRECTORS' DEFERRED COMPENSATION PLAN


SECTION 1. ELIGIBILITY

Each member  of the Board of Directors  of Pacific Telesis Group ("Company")
who is not an employee of the Company, or any of its Affiliates, is eligible
to participate in the 1996 Directors' Deferred Compensation Plan ("Plan").

SECTION 2. PARTICIPATION; DEFERRAL ELECTION

  2.1 Deferral  Election.   Prior  to the  beginning  of any  calendar year,
commencing with the calendar year 1996, 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 during such calendar year and subsequent calendar
years shall be  credited to a  deferred Compensation account subject  to the
terms of the Plan.

  2.2 Form of  Election,  Modification  or  Termination.    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  Compensation 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 from  year to year until a Director ceases
to  be a Director or until he or she terminates or modifies such election by
written  notice.  An  election shall terminate  on the day  after a Director
ceases to be a Director.   Any termination or modification by a  Director of
his or her  election shall become  effective as of  the end of  the calendar
year  in which written  notice thereof is  received by the  Secretary of the
Company, and shall  be effective with respect to all  fees otherwise payable
in subsequent calendar years until a new election or modification is made by
such Director in accordance with this Section 2.

  2.3 New Election  After Prior  Election Terminated.   A  Director who  has
filed a termination  of election  may thereafter again  file an election  in
accordance with  Section 2.1 to participate  for any calendar year  or years
subsequent to the filing of such election.

SECTION 3. DEFERRED COMPENSATION ACCOUNTS

  3.1 Establishment of Accounts; Credited Interest.   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 shall be  determined by the Board of Directors from time to time and
shall be compounded annually at the end of each calendar year.

  3.2 No Funding  or Assignment.  It  is intended that this  Plan constitute
an  unfunded deferred compensation arrangement.  The amounts credited to the
Plan account for each  Director shall be  held in the  general funds of  the
Company.   All amounts in such accounts, including all Compensation deferred
by  a Director an all interest credited  thereon, shall remain assets of the
Company. The Company shall not be required to reserve or otherwise set aside
funds for  the payment of amounts credited to Plan accounts.  The obligation
of the Company  to pay benefits under the Plan constitutes a mere promise to

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                                   <PAGE>

make benefit  payments  in the  future,  and shall  be  unfunded as  to  the
Director,  whose  rights shall  be those  of  a general  unsecured creditor.
Title to  and beneficial ownership of  any assets which the  Company may set
aside or  otherwise designate to make  payments under the Plan  shall at all
times remain  in the Company, and  the Director shall not  have any property
interest in any specific assets of the Company. The rights of  a Director or
his or her beneficiary to benefit payments under the Plan are not subject in
any manner to assignment, alienation, pledge or garnishment by creditors.

SECTION 4. DISTRIBUTION

  4.1 Distribution Election.   At the  time a Director makes  an election to
defer Compensation under the Plan, the Director shall also make an  election
with respect  to the distribution of amounts credited to the Director's Plan
account pursuant to such election, and interest credited thereon, during the
Director's  lifetime, and  in the  event of  the Director's  death prior  to
distribution  of  all amounts  credited  to  the  Director's  Plan  account.
Distribution elections  shall become effective  and irrevocable at  the same
times  the election to defer Compensation  becomes effective and irrevocable
under Section 2.2.

  4.2 Options  for  Distribution During  Life.    A  Director  may elect  to
receive the amounts credited to his or her Plan account 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:

     (A)  the calendar year in which the Director ceases to be a Director of
     the Company or any of its subsidiaries;

     (B)  the  calendar year in which  the Director attains  a specified age
     between age 59-1/2 and 75;

     (C)  the  earlier  of  calendar year  containing  the  date  that is  a
     specified  number of years  (maximum of 5) after  the date the Director
     ceases to be  a Director of the Company  or any of its  subsidiaries or
     the calendar year in which the Director attains age 75; or

     (D)  the earlier of  the calendar year in which the  Director attains a
     specified age 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.

If an  installment distribution is elected, 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 the Director's distribution  election shall accrue
interest at the rate determined by the Board of Directors for each year such
amounts continue to be held.

     4.3  Immediate   Single   Payment.      Notwithstanding   a  Director's
distribution  election  pursuant to  Section 4.2,  in  the event  a Director

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                                   <PAGE>

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 amounts credited to the Director's Plan account, shall
be paid as soon as practicable thereafter in a single payment.

     4.4  Options for Distribution  In the Event of  Death.  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 amounts credited
to the  Director's Plan account  shall be distributed to  the beneficiary or
beneficiaries designated by the Director

     (A)  in one  payment on  or about  the first  day of the  calendar
     quarter next following the month of death;

     (B)  in  a  number  of   annual  installments  not  exceeding  10,
     commencing  on or about the first day of the calendar quarter next
     following the month of death; or

     (C)  in  the  same  manner  elected  under  Section  4.3  for  lifetime
     distributions to the Director, using as any specified age  the date the
     Director would  have attained that  age if he  or she had  continued to
     live.

If no  election has  been made under  this Section  4.4, the balance  of the
Director's Plan  account  shall be  distributed in  one payment  as soon  as
practicable after  the year  of  the Director's  death.   If no  beneficiary
designation has been  made, distribution shall be made to  the estate of the
Director.

SECTION 5.  ADMINISTRATION, AMENDMENT AND TERMINATION

     5.1  Plan Document.   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.

     5.2  Amendment.  The Board of Directors may at any time make changes in
the Plan, but  such amendment shall  have prospective effect only  and shall
not adversely affect the rights of any Director, without his or her consent,
to any benefit under the Plan  to which such Director was entitled  prior to
the effective  date of amendment.   Changes in the interest  rate applied to
Plan  account balances as determined by the  Board of Directors from time to
time  in  accordance  with Section  3.1  shall  not  be  deemed to  be  Plan
amendments,  notwithstanding  that  they apply  to  Compensation  previously
earned  and  deferred. The  Executive Vice  President  - Human  Resources of
Pacific Telesis Group, with the approval of the Executive Vice President and
General Counsel of Pacific Telesis Group,  shall be authorized to make minor
or administrative changes to the Plan.

     5.3  Termination.  The Board of Directors may at any time terminate the
Plan.   Any  termination of  the Plan  shall not  terminate the  deferral of
Compensation  previously deferred into a  Plan account, but  may prevent the
deferral of Compensation not yet earned notwithstanding the Director's prior
election to defer such Compensation.

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                                   <PAGE>

SECTION 6.     DEFINITIONS.

For purposes  of this Plan,  the following words  shall have the  meaning so
defined unless the context clearly indicates otherwise:

     6.1  "Affiliate" as  the term relates  to Pacific  Telesis Group  means
subsidiary of or other entity  that controls, is controlled by, or  is under
common  control with Pacific Telesis Group.  As used herein, "control" means
the possession, directly or indirectly, of  the power to direct or cause the
direction of the  management and  policies of such  entity, whether  through
ownership of voting securities or other interests, by contract or otherwise.


     6.2  "Board  of Directors" or "Board" shall mean the Board of Directors
of Pacific Telesis Group.

     6.3  "Compensation" shall  mean a Director's annual  retainer fee, fees
payable  for services  as a  member of  a committee  of the  Board including
committee meeting fees, Board  meeting fees, and any other  compensation for
services  as a  Director, excluding  stock awards  under Section 4.2  of the
Pacific  Telesis Group  1994 Stock  Incentive Plan.   Compensation  does not
include  reimbursement for  expenses  such as  telephone  service or  travel
costs.


































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