<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K
                            ----------------------
           (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                            ----------------------
                  For The Fiscal Year Ended December 31, 1995
                                      or
         ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 1-8609

                             PACIFIC TELESIS GROUP

 A Nevada Corporation                       I.R.S. Employer Number 94-2919931

              130 Kearny Street, San Francisco, California 94108

                     Telephone - Area Code (415) 394-3000
                             --------------------

          Securities registered pursuant to Section 12(b) of the Act:

     (Title of Each Class)       (Name of Each Exchange on which Registered)
Common Stock, $.10 Par Value with           New York Stock Exchange
 Preferred Stock Purchase Rights             Pacific Stock Exchange
                                             Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate  by check  mark  whether the  registrant  (1) has  filed all  reports
required  to  be  filed by  Section 13 or 15(d) of the Securities Exchange Act
of  1934 during the preceding  12 months (or for  such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No    .
                                               ---    ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation S-K is not contained herein,  and will not be contained, to the
best of registrant's knowledge, in definitive proxy or  information statements
incorporated  by reference in Part  III of this Form 10-K  or any amendment to
this Form 10-K. |  |

Based on the composite closing sales price on February 29, 1996, the aggregate
market value of all voting stock held by nonaffiliates was $12,048,808,190.

At February 29, 1996, 428,434,672 common shares were outstanding.

















                                    <PAGE>


                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of  Pacific Telesis Group's  1996 Proxy Statement,  including Pacific
Telesis Group's  1995 Consolidated  Financial Statements, are  incorporated by
reference in Parts I, II and III hereof.




























































                                    <PAGE>

                               TABLE OF CONTENTS

Item      Description                                                  Page
----      -----------                                                  ----

                                    PART I

1.        Business .....................................................  1

2.        Properties ................................................... 15

3.        Legal Proceedings ............................................ 15

4.        Submission of Matters to a Vote of Security Holders .......... 15

                                    PART II

5.        Market for Registrant's Common Equity and Related Stockholder
          Matters ...................................................... 16

6.        Selected Financial Data ...................................... 16

7.        Management's Discussion and Analysis of Financial Condition
          and Results of Operations .................................... 17

8.        Financial Statements and Supplementary Data .................. 17

9.        Changes in and Disagreements With Accountants on Accounting 
          and Financial Disclosure.....................................  17

                                   PART III

10.       Directors and Executive Officers of Registrant ............... 18

11.       Executive Compensation ....................................... 18

12.       Security Ownership of Certain Beneficial Owners 
          and Management................................................ 18
 
13.       Certain Relationships and Related Transactions ............... 18

                                    PART IV

14.       Exhibits, Financial Statement Schedule and Reports
          on Form 8-K .................................................. 19





















                                    <PAGE>

                                    PART I

Item 1.   Business.

Except for historical information contained herein, this Annual Report on Form
10-K  contains forward-looking  statements  that involve  potential risks  and
uncertainties.   Pacific  Telesis Group's  (the "Corporation")  actual results
could differ materially from those discussed herein.  Factors that could cause
or contribute  to such  differences include,  but are  not  limited to,  those
discussed herein and  those discussed in the "Annual Financial  Review" in the
Corporation's 1996 Proxy Statement.  Readers are cautioned not to  place undue
reliance  on these forward-looking statements which  speak only as of the date
hereof.  The Corporation  undertakes no obligation  to revise or update  these
forward-looking statements to reflect  events or circumstances after  the date
hereof or to reflect the occurrence of unanticipated events.

GENERAL

Pacific Telesis Group was incorporated in 1983 under the laws of  the State of
Nevada  and  has  its  principal  executive  offices  at  130 Kearny   Street,
San Francisco, California 94108 (telephone number (415) 394-3000).

The Corporation is one of seven regional holding companies  ("RHCs") formed in
connection with the  1984 divestiture by AT&T Corp. ("AT&T")  of its 22 wholly
owned  operating telephone  companies ("BOCs")  pursuant  to a  consent decree
settling antitrust litigation  (the "Consent Decree")  approved by the  United
States District Court for the District of Columbia (the "Court").

The  Corporation  includes  a  holding  company,  Pacific  Telesis;  two BOCs,
Pacific Bell  and  Nevada  Bell   (the  "Telephone  Companies");  and  certain
diversified subsidiaries, all described more fully below.  The holding company
provides financial,  strategic planning, and general  administrative functions
on its own behalf and on behalf of its subsidiaries.
























                                       1








                                    <PAGE>


THE TELEPHONE COMPANIES AND THEIR SUBSIDIARIES

Nevada  Bell and Pacific Bell and its  wholly owned subsidiaries, Pacific Bell
Directory, Pacific  Bell Information  Services, Pacific Bell  Mobile Services,
Pacific Bell Internet Services, Pacific Bell Network Integration,  and others,
provide a variety of communications and information services in California and
Nevada.  These services  include:  (1) dialtone and  usage services, including
local service (both exchange and private line), message toll services within a
service  area, Wide  Area Toll  Service (WATS)/800  services within  a service
area, Centrex  service (a central office-based switching  service) and various
special and  custom calling  services; (2)  exchange  access to  interexchange
carriers and information service providers for the origination and termination
of  switched  and  non-switched   (private  line)  voice  and   data  traffic;
(3) billing  services  for  interexchange  carriers  and  information  service
providers;  (4) various operator services; (5) installation and maintenance of
customer premises  wiring; (6)  public communications services;  (7) directory
advertising;  (8) selected  information  services,  such as  voice  mail;  (9)
Internet access; and (10) network integration services.

Pacific Bell Directory ("Directory")  publishes the Pacific Bell SMART  Yellow
Pages(R).    It  is  the  oldest and  largest  publisher  of  Yellow  Pages in
California and  is among the  largest Yellow  Pages publishers  in the  United
States.   As part  of its ongoing  small business advocacy  efforts, Directory
produces an  award-winning  publication in  partnership  with the  U.S.  Small
Business Administration.   "Small Business  Success," now in  its ninth  year,
addresses topics of importance to entrepreneurs.

Pacific Bell  Information Services ("PBIS") provides  business and residential
voice  mail and other selected information services.  Current products include
The Message  Center for home use,  Pacific Bell Voice Mail  for businesses and
Pacific Bell Call Management,  a service that handles incoming  business calls
and connects computer databases to answer routine customer questions.  

Pacific  Bell  Mobile  Services   ("PBMS")  was  formed  in  1994   to  pursue
opportunities in personal communications services ("PCS"), a new generation of
wireless  services geared  to the  business and  consumer markets.    In 1995,
Pacific Telesis Mobile Services, a wholly owned subsidiary of the Corporation,
obtained two licenses to offer PCS  services in California and Nevada from the
Federal  Communications  Commission  ("FCC").  PBMS  will  design,  construct,
manage,  and market services for the network.  Management expects a widespread
offering of PCS services by early 1997.

Pacific Bell Internet Services ("PBI") was formed  in 1995 to provide Internet
access  services to  a broad  range  of customers  in California.   PBI  began
providing Internet access to large businesses in the third quarter of 1995 and
plans to provide residential service in 1996.

Pacific  Bell  Network  Integration ("PBNI")  was  formed  in  1995 to  pursue
opportunities  in the  network  integration business.    In 1995,  PBNI  began
offering network design, installation  and maintenance, and network management
services  for  business data  communication networks.    PBNI will  expand its
service offerings in 1996.




                                       2








                                    <PAGE>

 
OTHER SUBSIDIARIES AND TELESIS FOUNDATION

Pacific Bell Communications ("PBC") was formed in 1995 to compete in the long-
distance   market   under   the    Telecommunications   Act   of   1996   (the
"Telecommunications Act").  Although PBC must meet certain requirements before
it  can  offer long-distance  service,  management  expects  to fulfill  those
requirements  in  the  first part  of  1997.   In  March  1996,  PBC filed  an
application for certification  to provide local and  long-distance services in
California with the California Public Utilities Commission ("CPUC").

Pacific  Telesis Enterprises was formed to  be the holding company for certain
other  subsidiaries and work groups  that are pursuing  entry into competitive
and/or emerging markets such  as wireless, traditional and  interactive video,
and Internet information and shopping services.

Pacific Telesis Enhanced Services  was formed to provide support  functions to
certain other  subsidiaries thereby  allowing these  subsidiaries to  focus on
service and customer development.

Pacific  Telesis Interactive Media ("PTIM")  will be the  successor company to
ESS Ventures, the  joint venture with the Los Angeles Times.   PTIM was formed
to develop and offer  California specific information, activity,  and shopping
opportunities on the Internet.

Pacific Telesis Video Services ("PTVS") was formed to provide video services.

In  July 1995, the Corporation  acquired Cross Country  Wireless Inc. ("CCW").
CCW  has  existing  wireless  television  operations  with  over  40,000 video
customers in and near  Riverside, California and holds licenses  and rights to
provide wireless television in Los Angeles, Orange County, and San Diego.

Pacific Telesis Wireless Broadband Services ("PTWBS") was granted  licenses in
the 38 Ghz  band from the FCC  and has other  applications pending.  PTWBS  is
currently evaluating its strategic options for the granted licenses.

PacTel Capital Resources ("PTCR") has issued commercial  paper and medium-term
notes guaranteed  by the Corporation  from time  to time since  1987.   In the
future, PTCR may also provide funding and other forms of financial support for
its other affiliates.

PacTel  Capital  Funding may  issue guarantees  and  other forms  of financial
support for its affiliates and third parties.

PacTel  Re Insurance  Company, Inc.  reinsures policies  of outside  insurance
companies  covering   workers'  compensation,  general  liability,   and  auto
liability exposures of  the Corporation and  its subsidiaries and  affiliates.
The  subsidiary also  issues policies  of property  insurance directly  to the
Corporation's subsidiaries and engages in property reinsurance transactions in
insurance markets worldwide.  







                                       3








                                    <PAGE>


Pacific Telesis  Group - Washington represents the  Corporation's interests in
Washington, D.C.  before the three branches of the federal government. It also
acts as a liaison with other telecommunications companies, trade associations,
government agencies, and a wide variety of interest groups.

Telesis  Foundation, a private foundation organized under section 501(c)(3) of
the Internal Revenue Code, makes grants in the areas of  education, health and
welfare,  cultural, community, and civic activities.  As of December 31, 1995,
Telesis  Foundation had  total  assets  with  an  estimated  market  value  of
$56 million.

RESEARCH AND DEVELOPMENT 

Bell Communications Research, Inc.  ("Bellcore") furnishes the BOCs, including
the Telephone Companies,  with technical and consulting assistance  to support
their provision  of exchange telecommunications and  exchange access services.
Each of the other six RHCs or  their BOCs and Pacific Bell hold one-seventh of
the  voting stock of Bellcore, which serves as  a central point of contact for
coordinating  the efforts  of the  RHCs in  meeting the national  security and
emergency preparedness requirements of the federal government.  In April 1995,
Bellcore  announced  a decision  by its  owners to  pursue  the sale  or other
disposition  of Bellcore.   The  owners have  retained two  investment banking
firms  in connection  with the  proposed  sale or  other disposition.  A final
decision  regarding the  disposition of  interests and  the structure  of such
transaction  has yet  to be determined.   Any  transaction will  be subject to
necessary approvals.

In  addition,  the  Corporation  conducts  research  and  development  through
Pacific Bell and  through Telesis Technologies Laboratory Inc., a wholly owned
subsidiary  of  the Corporation.    The  Corporation spent  approximately  $16
million, $52 million,  and $30 million in 1995, 1994,  and 1993, respectively,
on research and development activities.
























                                       4








                                    <PAGE>


FINANCING ACTIVITIES OF THE CORPORATION

Short-term  borrowings are  available  under a  commercial  paper program  and
through uncommitted unused lines of credit.  These lines of credit are subject
to continued  review by the lending banks.   At December 31,  1995, the unused
lines of credit available totaled approximately $2.7 billion.

For  longer-term borrowings,  as  of  December  31,  1995,  Pacific  Bell  had
remaining  authority from the CPUC  to issue up to  $1.25 billion of long- and
intermediate-term debt. The proceeds may be used  only to redeem maturing debt
and to refinance other debt issues.  As of December 31, 1995, Pacific Bell had
the ability  to issue up to  $650 million of long-  and intermediate-term debt
through a shelf registration filed with the Securities and Exchange Commission
("SEC")  in April 1993.   In addition,  PTCR may  issue up to  $192 million of
medium-term notes pursuant to a shelf registration on file with the SEC.

Pacific Bell  and PTCR are the  only subsidiaries of the  Corporation with any
long-  or  intermediate-term  publicly  held  debt  issues outstanding  as  of
December 31, 1995.   The holding company itself has no such publicly held debt
issues outstanding.

In February 1996, Pacific Bell issued $250 million of 5.875 percent debentures
due February 15, 2006.  The debentures may not be  redeemed prior to maturity.
The proceeds  from the sale of  the debentures were used  to reduce short-term
debt incurred to  retire Pacific Bell's debentures totaling approximately $500
million in December  1995.  The remaining debentures retired  in December 1995
were  financed by commercial  paper and  may be  refinanced under  the current
remaining authorities  of $1 billion and  $400 million from the  CPUC and SEC,
respectively, described above.

In October 1995, the Corporation and Pacific Telesis Financing I,  II, and III
filed a shelf  registration with the  SEC to sell  up to  $1 billion of  Trust
Originated  Preferred Securities  ("TOPrS")  to the  public.   The  TOPrS  are
subject to a  guarantee from the Corporation.  An offering  of $500 million in
TOPrS priced at 7.56 percent was sold in January 1996.  The proceeds were used
to pay  down commercial paper.  Proposed changes in income tax regulations may
limit the attractiveness of future issuances.

In  March 1996, Moody's Investors Services, Inc. ("Moody's") placed the senior
debt  ratings  of  Pacific Bell  (Aa3),  PacTel  Capital  Resources (A1),  and
Pacific Telesis Financing I, II,  and III ((P)"al") under review  for possible
downgrade.   Moody's expressed concerns about  external financing requirements
associated with the Corporation's Advanced Communications Network and wireless
initiatives.

See  the 1996  Proxy  Statement under  the  heading "Liquidity  and  Financial
Condition"  on  pages F-26  through F-32  and in  Notes  I and  J to  the 1995
Consolidated Financial Statements on pages F-64 through F-66 and Note N to the
1995 Consolidated Financial Statements on page  F-70 for additional discussion
of the  Corporation's financing activities,  which is  incorporated herein  by
reference.





                                       5








                                    <PAGE>


PRINCIPAL SERVICES

The  operations  of the  Corporation's  domestic  and international  cellular,
paging, and other wireless operations, which  were spun off effective April 1,
1994,  have  been classified  separately  within  the Corporation's  financial
statements  as  "spun-off operations"  and are  excluded  from the  amounts of
revenues, expenses,  assets, and liabilities of  the Corporation's "continuing
operations."   The  Telephone  Companies  accounted  for  almost  all  of  the
Corporation's operating revenues in 1995, 1994,  and 1993.  For these reasons,
the  following discussion  focuses on selected  operating information  for the
Telephone Companies.   Additional  information  regarding revenues,  operating
profit  or loss,  and assets  of  the Corporation,  relating primarily  to the
Telephone  Companies,  is  incorporated  from  the  1996  Proxy  Statement  by
reference in "Item 8. Financial Statements and Supplementary Data" below.

Significant components of the Corporation's operating revenues are depicted in
the chart below:
                                             % of Total Operating Revenues*
                                             ------------------------------
Revenues by Major Category                      1995      1994      1993 
---------------------------------------------------------------------------

Local Service
    Recurring ..............................     28%       22%       22%      
    Other Local ............................     15%       15%       16%      

Network Access
    Carrier Access Charges .................     20%       18%       18%      
    End User & Other .......................      7%        7%        7%      

Toll Service
    Message Toll Service ...................     12%       21%       20%      
    Other ..................................      1%        1%        2%      

Other Service Revenues
    Directory Advertising ..................     11%       11%       11%      
    Other ..................................      6%        5%        4% 
                                                ----      ----      ---- 
TOTAL ......................................    100%      100%      100% 
===========================================================================

The  percentages  of  the  Corporation's operating  revenues  attributable  to
interstate and intrastate telephone operations are displayed below:

                                             % of Total Operating Revenues*
                                             ------------------------------
                                                1995       1994      1993
---------------------------------------------------------------------------
Interstate telephone operations ............     20%        17%       18%
Intrastate telephone operations ............     80%        83%       82%
                                                ----       ----      ----
TOTAL ......................................    100%       100%      100%
===========================================================================
*   Excludes revenues of spun-off operations.


                                       6








                                    <PAGE>


CONSENT DECREE

Under  the terms of the  Consent Decree, all territory served  by the BOCs was
divided  into  geographical areas  called "Local  Access and  Transport Areas"
("LATAs," also referred to as "service areas").   The Consent Decree generally
prohibited BOCs  and their affiliates* from  providing communications services
that  cross service  area  boundaries;  however,  the  networks  of  the  BOCs
interconnect with carriers that provide such services (commonly referred to as
"interexchange carriers").

The Consent Decree provided that the RHCs shall not engage in certain lines of
business.  The Consent Decree provided that  the Court might waive the line of
business restrictions (i.e., grant a  "Waiver") upon a showing that  there was
no substantial possibility that  the RHCs could use  monopoly power to  impede
competition in  the market they  sought to  enter.  The  Court placed  certain
conditions on the Waivers it granted.  

Under the Consent Decree, the principal restrictions  initially prohibited the
provision  of  interexchange  telecommunications,  information  services,  and
telecommunications equipment and the  manufacturing of telecommunications  and
customer  premises  equipment  ("CPE").    The  telecommunications  businesses
originally permitted by the Consent Decree included  the provision of exchange
telecommunications** and exchange access  services, CPE, and printed directory
advertising.   The  information services prohibition  was lifted in  1991.  On
December  3, 1987, the Court interpreted the manufacturing restriction to mean
that the RHCs were prohibited from designing and developing telecommunications
equipment and CPE as well  as from fabricating them.  In March 1995, the Court
granted a Waiver that allowed the RHCs to provide telecommunications equipment
to  unaffiliated parties.  In  March 1995, the Court also  granted a Waiver to
allow the Corporation to own and  operate certain facilities to receive  video
programming and to provide limited interexchange video services.

On  February 8, 1996, President Clinton signed into law the Telecommunications
Act.    The  Telecommunications Act  provides  that  any  conduct or  activity
previously subject  to the Consent Decree  that occurs after  February 8, 1996
will be subject to  the Communications Act of 1934 (the "Communications Act"),
not the Consent Decree.  See discussion under "Telecommunications Act" below.

------------------

*   The  terms  of  the  Consent  Decree,  with  certain  exceptions,  applied
    generally to all BOCs and their affiliates.

**  "Exchange  Telecommunications"  under  the  Consent  Decree  included toll
    services within a service area as well as local service.











                                       7








                                    <PAGE>


STATE REGULATION

As  a provider of telecommunications  services in California,  Pacific Bell is
subject  to regulation  by  the CPUC  with respect  to  intrastate prices  and
services, intrastate depreciation rates, the issuance of securities, and other
matters.   The Public Service  Commission of Nevada  ("PSCN") regulates Nevada
Bell on similar issues.

The CPUC adopted a new regulatory framework ("NRF"), which is a form of "price
cap" regulation,  for Pacific Bell  in October 1989.   In June 1994,  the CPUC
reduced  Pacific  Bell's  benchmark  rate  of  return  from  13.0  percent  to
11.5 percent.  Earnings between  11.5 percent and 15.0 percent will  be shared
equally between Pacific Bell  and its customers.  Earnings  above 15.0 percent
will be  shared 70.0  percent and  30.0 percent between  Pacific Bell  and its
customers, respectively. 

Under  "price cap"  regulation, the CPUC  requires Pacific  Bell to  submit an
annual price  cap filing to  determine prices for  categories of services  for
each  new  year.   Price  adjustments reflect  the  effects of  any  change in
inflation  less a  productivity  factor as  well  as adjustments  for  certain
exogenous cost changes. In December 1995, the CPUC issued an order in Phase  I
of its second review  of the NRF.  The  order suspended use of  the "inflation
minus productivity" component of the price cap formula for 1996 through  1998.
This  action freezes  the  price  caps on  most  of Pacific  Bell's  regulated
services for three years  except for adjustments due to exogenous cost changes
or price changes approved through the CPUC's application process.  

Phase II of the CPUC's second  review was scheduled to begin in  January 1996.
The  review  was to  consider the  continued  applicability of  earnings caps,
sharing, and other items.  In February 1996, an Assigned Commissioner's Ruling
suggested that  this phase  be deferred  until the  next review  scheduled for
1998.  Comments  on the ruling  were filed in  March 1996.   Pacific Bell  has
asked that certain of these issues be reviewed in 1996.

On  April  24, 1995,  the PSCN  issued  a rule  redesigning telecommunications
regulation in  the State of Nevada.  This rule includes many reforms initiated
by an  industry coalition  which  includes Nevada  Bell, Nevada  interexchange
carriers ("IECs"), and  other Nevada  local exchange carriers  ("LECs").   The
rule  includes compromises  reached with  other parties,  including the  cable
industry and the state  Office of Consumer Advocate.  The new rule will remove
barriers to  toll and local competition  in Nevada but will  also allow Nevada
Bell  to keep  any  productivity gains  by  eliminating the  current  customer
sharing provision.   The new plan is optional and will  require a rate case to
determine  initial pricing.  After  adoption, pricing flexibility  is based on
the  nature and  competitive environment  of  the service.   Prices  for basic
service are  capped during  a  three- or  five-year  period at  Nevada  Bell's
election.  The plan  does not prohibit or  require presubscription and  allows
interconnection  where  technologically  feasible.  Management  anticipates  a
complete rate redesign as part  of a rate case  which was filed in March  1996
for rates effective January 1, 1997.  Management cannot predict the outcome of
the proceeding but  believes that competition and increased  productivity will
result in price reductions for some customers.




                                       8








                                    <PAGE>


See  the 1996  Proxy Statement  under the  headings "CPUC  Revenue Rebalancing
Shortfall,"  "CPUC Regulatory  Framework  Review," "PSCN  Regulatory  Review,"
"Local Services Competition," and "Universal Service" on pages F-10 through F-
12 for additional information on the  regulation of the Telephone Companies by
the CPUC and PSCN, which is incorporated herein by reference.

See  the 1996 Proxy Statement  under the headings  "Uniform Systems of Account
("USOA") Turnaround  Adjustment," "Revenues Subject to  Refund," and "Property
Tax  Investigation"  on pages  F-32 through  F-33,  "Change in  Accounting for
Postretirement  and Postemployment Costs" in  Note A to  the 1995 Consolidated
Financial  Statements  on  page F-49  and  "Revenues  Subject  to Refund"  and
"Property  Tax Investigation"  in Note  O to  the 1995  Consolidated Financial
Statements  on pages  F-71  through  F-72  for  a  discussion  of  other  CPUC
proceedings,  including the  application  of the  USOA Turnaround  Adjustment,
regulatory and ratemaking treatment  for postretirement benefits in connection
with the adoption of Statement of Financial Accounting  Standards No. 106, and
the regulatory and ratemaking treatment of certain property tax savings, which
is incorporated herein by reference.

FEDERAL REGULATION

The  Telephone Companies  are  subject to  the  jurisdiction of  the FCC  with
respect to interstate  access charges and other matters.  The FCC prescribes a
Uniform System  of Accounts  and interstate depreciation  rates for  operating
telephone companies.   The FCC also prescribes "separations procedures," which
are used to separate  plant investment, expenses, taxes, and  reserves between
interstate  services under the jurisdiction of the FCC and intrastate services
under  the  jurisdiction  of  state  regulatory  authorities.    The Telephone
Companies are also required to file tariffs with the FCC for the services they
provide.  In addition, the FCC establishes procedures for allocating costs and
revenues between regulated and unregulated activities.

Beginning  in 1991,  the  FCC adopted  a price  cap system  of incentive-based
regulation for LECs.   Pacific Bell's  access rates were  retargeted to a  new
11.25 percent rate-of-return  on rate base assets.  The FCC's price cap system
provides a formula for  adjusting rates annually for changes in inflation less
a  productivity factor  and changes  in certain  costs that  are triggered  by
administrative, legislative,  or judicial  action beyond  the  control of  the
LECs.

In  March 1995, the  FCC adopted new  interim price cap rules  that govern the
prices  that the larger LECs,  including the Telephone  Companies, charge IECs
for access to  local telephone networks.   The interim  rules require LECs  to
adjust  their  maximum prices  for  changes  in inflation,  productivity,  and
certain costs beyond the control of the LEC.  Under the interim plan, LECs may
choose  from three productivity factors:  4.0,  4.7, or 5.3 percent.  Election
of the 5.3 percent  productivity factor permits the LEC  to retain all of  its
earnings, whereas election of the lower productivity factors requires earnings
above certain thresholds to be shared with customers.  The Telephone Companies
have chosen the 5.3 percent productivity factor, which enables them  to retain
all of their earnings after July 1, 1995.

See  the  1996 Proxy  Statement under  the  heading "FCC  Regulatory Framework
Review"  on  page F-9  for  additional information  on the  regulation  of the
Telephone Companies by the FCC, which is incorporated herein by reference.

                                       9








                                    <PAGE>


TELECOMMUNICATIONS ACT

The  Telecommunications Act  became  effective  on  February  8,  1996.    The
Telecommunications  Act  is  the  broadest reform  of  the  telecommunications
industry since the Communications Act.  The Telecommunications Act essentially
opens  all telecommunications markets and prohibits the states from continuing
or establishing any barriers to entry.  Once the new law is fully implemented,
consumers will have many new options for their local telephone, long-distance,
and cable television  services.   The Telecommunications Act  will affect  the
Corporation as described below. 

The  Telephone  Companies  may  provide out-of-region  interLATA  service  and
certain incidental interLATA  services immediately.   Before they can  provide
interLATA  service that  originates  in California  or Nevada,  each Telephone
Company must  open its local markets  to competition, unbundle its  network to
other competitors, and comply with the terms and  conditions of a "competitive
checklist" specified in  the Telecommunications Act.   The Telephone Companies
must individually request authority to offer in-region  interLATA service from
the FCC.  This service must initially be offered through a separate affiliate.
The separate  affiliate requirement expires three years after approval, unless
extended by the FCC.

The Telephone Companies  may only  engage in electronic  publishing through  a
separate affiliate, teaming arrangement, or joint venture.  Joint marketing of
electronic publishing services  by the electronic publishing affiliate and the
Telephone Company  is prohibited, with  the exception of  nonexclusive inbound
telemarketing.   The  restrictions on  electronic publishing  expire in  early
2000.

The Telecommunications Act allows for the continued provision by the Telephone
Companies of intraLATA information services, other than electronic publishing,
and intraLATA Internet access.  The Telecommunications Act also allows for the
provision  by the  Telephone Companies  of  interLATA information  storage and
retrieval   services  provided  by  a  separate  affiliate  to  and  from  the
Corporation's databases.   Full  interLATA information services  and interLATA
Internet  access may  be  provided  through  a  separate  affiliate  once  the
Telephone Companies obtain authority to provide interLATA services originating
in  their states.    Some Internet  services  are also  electronic  publishing
services and are subject to the electronic publishing restrictions.

The  Telephone Companies may provide  a variety of  video programming services
directly to subscribers  in their  service areas under  regulations that  will
vary  according to  the type  of services  that are  provided.   The Telephone
Companies may provide video services over wireless cable, as a common carrier,
as a  cable system  operator, as "interactive  on-demand services,"  or as  an
"open video system."  Interactive on-demand services would allow  unscheduled,
point-to-point  video  programming  over  the  Telephone  Companies'  switched
networks  on  an on-demand  basis.   An "open  video  system" would  allow the
Telephone Companies to select programming for a certain  number of channels if
demand exceeds capacity.   An "open video system" approved by the FCC would be
subject to reduced regulatory burdens.





                                      10








                                    <PAGE>


The Telecommunications Act allows the Telephone Companies to collaborate  with
manufacturers of telecommunications and customer premises equipment during the
design and development  phases.   The Telephone Companies  may also engage  in
research  and  enter   into  royalty   agreements  in   connection  with   the
manufacturing  of telecommunications  and  customer premises  equipment.   The
Telephone Companies may manufacture  telecommunications and customer  premises
equipment, subject to  certain restrictions, once they have obtained authority
to provide interLATA services originating in their states.

CHANGING INDUSTRY ENVIRONMENT

With  increasing competition  for existing  services and  the introduction  of
local  services  competition  in California  effective  January  1, 1996,  the
Telephone Companies face an increasingly competitive marketplace.  In response
to  the competitive challenge,  management has developed  three key strategies
intended to provide  a consistent, integrated focus for management's decisions
and actions.  These overarching strategies are to strengthen the Corporation's
core  telecommunications business,  develop  new markets,  and promote  public
policy reform.

A strong core  business provides  the essential foundation  to pursue  future-
oriented opportunities.   To strengthen the  core telecommunications business,
management will continue to improve customer service and reduce costs, upgrade
network and systems capability, and retain and expand existing markets through
product  and  channel innovation.   See  the  1996 Proxy  Statement  under the
heading "Strengthen Core  Business" on  pages F-3 through  F-7 for  additional
information, which is incorporated herein by reference.

As competition  becomes more fierce  in its core  telecommunications business,
the Corporation will rely increasingly on developing new markets to create new
revenue  sources.   Toward  that end,  the  Corporation is  actively  pursuing
opportunities  in  long-distance,   video  services,  PCS,   wireless  digital
television,  Internet  access,  home  entertainment,   and  other  information
services.    See  the 1996  Proxy  Statement under  the  heading  "Develop New
Markets"  on  pages  F-7 through  F-8  for  additional  information, which  is
incorporated herein by reference.

Telecommunications  policy reform  has  been, and  will  continue to  be,  the
subject  of much debate in  Congress, the California  Legislature, the courts,
the FCC, the  CPUC, and the  PSCN.  Management  supports public policy  reform
that  promotes fair competition and ensures  that responsibility for universal
service  is shared  by all  who seek  to provide  telecommunications services.
Competition  will bring  great  benefits  to  customers  by  giving  them  the
opportunity  to choose  among service  providers for  their telecommunications
needs.   See the 1996 Proxy Statement under the heading "Promote Public Policy
Reform"  on  pages  F-9 through  F-12  for  additional  information, which  is
incorporated herein by reference.









                                      11








                                    <PAGE>


COMPETITION

Regulatory,  legislative,  and  judicial  actions,  as  well  as  advances  in
technology, have expanded the  types of available communications  products and
services and the number of companies offering such services.  Various forms of
competition, including price and service competition, are growing steadily and
are already  having  an  effect on  the  Telephone Companies'  earnings.    An
increasing amount of this competition is from large companies with substantial
capital,  technological,  and  marketing  resources.    Currently, competitors
primarily consist of interexchange carriers, competitive access providers, and
wireless  companies.  The Telephone Companies also face competition from cable
television  companies  and others.    The  Corporation will  face  significant
competition  in its  provision  of  telephone  and  new  services.    However,
management believes that  the Corporation  has a reputation  for high  quality
services.

Telephone Services Competition

See the 1996 Proxy  Statement under the headings "Local  Services Competition"
on page F-11 and "Competitive Risk" on pages F-12 through F-14 for information
on current developments  in telephone services competition  that the Telephone
Companies face, which is incorporated herein by reference.

Directory Advertising

Other  producers  of printed  directories  offer  products that  compete  with
certain  Pacific Bell Directory SMART  Yellow Pages products.   Competition is
not limited  to other  printed  directories, but  includes newspapers,  radio,
television, and,  increasingly, direct mail  and directories offered  over the
Internet.  In addition,  new advertising and information products  may compete
directly or indirectly with the SMART Yellow Pages.  With  the introduction of
local exchange  competition,  Pacific  Bell  Directory will  have  to  acquire
listings  from  other providers  for  its  products,  and competing  directory
publishers may ally themselves with other telecommunications providers.

Video Services and Wireless Digital Television

The Corporation will face competition  in the provision of video services  and
wireless  digital  television from  existing  cable  television and  satellite
providers, and wireless, long-distance, and other telephone companies.

Internet Access

The Corporation faces  competition in  the provision of  Internet access  from
established Internet  access providers,  cable television,  long-distance, and
other telephone companies.

Network Integration

The  Corporation will face competition in the provision of network integration
services primarily  from value  added distributors with  professional services
and network management capability,  including large telecommunication services
providers.



                                      12








                                    <PAGE>


PCS

The  Corporation will  face significant  competition in  the provision  of PCS
services from the holders  of the other licenses in such  areas.  In addition,
the Corporation must compete with established providers of cellular service.

Long Distance

The  Corporation  will  face  competition  in  the long-distance  market  from
established long-distance service providers including AT&T, MCI Communications
Corporation, and Sprint Corporation.   In addition, the Corporation  will face
competition  from  competitive access  providers, cable  television, wireless,
long-distance, and other telephone companies.


EMPLOYEES

As  of  December  31, 1995,  the  Corporation  and  its subsidiaries  employed
48,889 persons.   About  66 percent  of the  employees of the  Corporation are
represented by  unions.   In August  1995, the  Telephone Companies  reached a
tentative three year  agreement with Communications Workers  of America, which
represented about  32,000 employees at  December 31, 1995.   The agreement was
ratified by the union membership in  September 1995.  The agreement features a
10.5 percent  wage increase over three years, a 14 percent pension increase, a
$16  million training and retraining program, a new voluntary early retirement
option, employment  security, and improved  health benefits.   Agreements were
also reached with two other unions.  Management  estimates that the agreements
will result in increased costs of approximately $550 million over three years.
This estimate  does not include  savings which may  result from the  continued
force reduction programs.  In October 1995, the Corporation began offering the
new voluntary early retirement option to certain non-management employees.  

As  a result  of  its efforts  to  restructure and  reengineer its  processes,
Pacific  Bell,  excluding subsidiaries,  reduced  net  force  by  about  3,100
employees during 1995.





















                                      13








                                    <PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The list below gives the names of executive officers  as of February 29, 1996,
their present titles and the dates they were elected to these positions.

      Name             Age              Title                         Since

P. J. Quigley.......... 53     Chairman of the Board, President and
                                 Chief Executive Officer ..........    4/94
D. W. Dorman* ......... 42     Chairman of the Board, President 
                                 and Chief Executive Officer
                                 - Pacific Bell ...................    2/96
W. E. Downing*......... 56     Executive Vice President, Chief
                                 Financial Officer and Treasurer...    4/94
M. J. Fitzpatrick*..... 47     President and Chief Executive Officer
                                 - Pacific Telesis Enterprises ....    7/94
J. R. Moberg* ......... 60     Executive Vice President, Human
                                 Resources ........................    9/87
R. W. Odgers* ......... 59     Executive Vice President, General 
                                 Counsel, External Affairs,
                                 and Secretary.....................    3/88
R. L. Barada .......... 51     Vice President - Corporate Strategy
                                and Development....................    1/95

Messrs. Quigley,  Downing, Moberg,  Odgers, and Barada  have held  responsible
managerial positions with the  Corporation or one of  its subsidiaries for  at
least the past five years.  

Mr. Dorman  joined the  Corporation  as Group  President and  Pacific Bell  as
President and  Chief  Executive  Officer in  July  1994.   In  February  1996,
Mr. Dorman  was  elected Chairman  of the  Board of  Pacific  Bell.   Prior to
joining the Corporation, Mr.  Dorman was employed at Sprint  Corporation since
1981. Beginning  in 1984, he held  a series of leadership  positions at Sprint
Corporation, culminating as President, Business Services from 1993 to 1994.

Mr.  Fitzpatrick joined  Pacific Bell  as Executive  Vice President  in August
1993.  In July 1994, Mr. Fitzpatrick became an Executive Vice President of the
Corporation.   Prior to joining Pacific  Bell, Mr. Fitzpatrick was  at Network
Systems  Corporation, a computer networking firm, where he became President in
October 1991 and Chief Executive Officer in April 1992.

Officers are not elected for  a fixed term, but serve at the discretion of the
Corporation's Board of Directors.
------------------

*    Also  executive officers of Pacific Bell.  Messrs. Dorman and Fitzpatrick
     are Group President  and Executive Vice  President, respectively, of  the
     Corporation.









                                      14








                                    <PAGE>


Item 2.   Properties.

As of December 31, 1995, the properties of the Telephone Companies represented
substantially all plant, property, and equipment of the Corporation.

The   properties  of  the  Telephone  Companies  do  not  lend  themselves  to
description   by    character   and   location   of    principal   units.   At
December 31, 1995,  the percentage  distribution of  total telephone  plant by
major category for the Telephone Companies was as follows:

                                                         Pacific     Nevada
Telecommunications Property, Plant and Equipment           Bell       Bell 
----------------------------------------------------------------------------
Land and buildings (occupied principally
  by central offices) ...............................       10%         8% 

Cable and conduit ...................................       41%        53% 

Central office equipment ............................       35%        33% 

Other ...............................................       14%         6% 
                                                          -------   -------
Total ...............................................      100%       100% 
============================================================================

At  December 31,  1995, the  percent utilization  of central  office equipment
capacity  for Pacific Bell  and Nevada Bell  was approximately  93 percent and
95 percent, respectively.

Substantially  all  of  the  installations of  central  office  equipment  and
administrative offices are in buildings and  on land owned by the Corporation.
Many  garages, business offices, and  telephone service centers  are in rented
quarters.

As of  December 31,  1995, about  25 percent  of the  network access lines  of
Pacific Bell  were in Los  Angeles and vicinity  and about 25 percent  were in
San Francisco  and vicinity.  On that date,  about 86 percent of Nevada Bell's
network access  lines  were in  Reno and  vicinity.   The Telephone  Companies
provided approximately  77 percent and 29 percent of the total access lines in
California  and Nevada,  respectively, on  December 31,  1995.   The Telephone
Companies do not furnish local service in certain sizeable areas of California
and Nevada which are served by nonaffiliated telephone companies.

Item 3.  Legal Proceedings.

Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

No  matter was  submitted for  a vote  of security  holders during  the fourth
quarter of the year covered by this report.





                                      15








                                    <PAGE>


                                    PART II

Item 5.  Market  for  Registrant's  Common   Equity  and  Related  Stockholder
         Matters.

DESCRIPTION OF COMMON STOCK, DIVIDEND AND MARKET INFORMATION

All shares of common stock, par value $0.10 per share ("Common Stock"), of the
Corporation are entitled to participate equally in dividends.  Each shareowner
has one vote for each share registered in the shareowner's name. All shares of
Common Stock  would rank equally on  liquidation.  Owners of  shares of Common
Stock have no preemptive or cumulative voting rights.

At   February  29,  1996,  there  were  718,202   holders  of  record  of  the
Corporation's Common  Stock.  At  February 29,  1996, the high  and low  sales
price  for the Corporation's  Common Stock  based on  New York  Stock Exchange
Composite Transactions was $28.625 and $28.125, respectively.

The  markets  for trading  in  the Common  Stock  are the  New  York, Pacific,
Chicago, Swiss, and London Stock Exchanges.

The Corporation from time to  time purchases shares of its Common Stock on the
open market or through  privately negotiated purchases and holds  these shares
as treasury stock.

All shares of Common Stock are fully paid and nonassessable.

Information regarding dividends paid on the Common Stock for 1995 and 1994 and
the  quarterly high and low  sales prices of the Common  Stock during 1995 and
1994 are included in the 1996 Proxy Statement under the heading "Stock Trading
Activity and  Dividends Paid"  on page  F-1, which  is incorporated  herein by
reference pursuant to General Instruction G(2).

The  declaration and  timing of  all dividends  are at  the discretion  of the
Corporation's  Board of  Directors and  are dependent  upon the  Corporation's
earnings and  financial requirements,  general business conditions,  and other
factors;  there can  be no  assurances as  to the amount  or frequency  of any
future dividends on the Common Stock.

Item 6.   Selected Financial Data.

The information  required by this Item is included in the 1996 Proxy Statement
under  the heading  "Selected  Financial and  Operating  Data" on  pages  F-34
through  F-35, which is incorporated  herein by reference  pursuant to General
Instruction G(2).











                                      16








                                    <PAGE>


Item 7.   Management's  Discussion and  Analysis  of  Financial Condition  and
          Results of Operations.

The information required by this Item is included in the  1996 Proxy Statement
under  the  heading  "Management's  Discussion  and  Analysis  of  Results  of
Operations  and Financial  Condition"  on pages  F-3  through F-33,  which  is
incorporated herein by reference pursuant to General Instruction G(2).

Item 8.  Financial Statements and Supplementary Data.

                       REPORT OF INDEPENDENT ACCOUNTANTS

Our report on the  consolidated financial statements of Pacific  Telesis Group
and Subsidiaries has  been incorporated  by reference in  this Form 10-K  from
page  F-38  of  the  1996  Proxy   Statement  of  Pacific  Telesis  Group  and
Subsidiaries.  In connection with our audits of  such financial statements, we
have also audited the  related financial statement schedule listed  in Item 14
on page 19 of this Form 10-K.

In  our  opinion, the  financial statement  schedule  referred to  above, when
considered in relation  to the basic  financial statements  taken as a  whole,
presents  fairly, in  all material  respects, the  information required  to be
included therein.


/s/ Coopers & Lybrand L.L.P.

San Francisco, California
February 22, 1996

All  other information  required by this  Item is  included in  the 1996 Proxy
Statement on pages F-36 through F-37 (entire text under the heading "Report of
Management"), and on pages F-39 through F-76 (all text and data through Note Q
on   such   pages,   comprising  the   Corporation's   consolidated  financial
statements), which  is incorporated  herein by  reference pursuant  to General
Instruction G(2).

Item 9.   Changes  in and  Disagreements  With Accountants  on Accounting  and
          Financial Disclosure.

No  disagreements  with  the  Corporation's  independent  accountants  on  any
accounting  or financial disclosure occurred during the period covered by this
report.













                                      17








                                    <PAGE>


                                   PART III

Item 10.  Directors and Executive Officers of Registrant.

For information with  respect to  executive officers of  the Corporation,  see
"Executive Officers of  the Registrant" at the  end of Part I of  this report,
which  is incorporated herein by  reference.  For  information with respect to
the directors  of the  Corporation, see  "Election of  Directors"  on pages  4
through  6 of  the  1996  Proxy Statement,  which  is  incorporated herein  by
reference  pursuant to General Instruction G(3).  For information with respect
to compliance  with Section 16(a) of  the Securities Exchange Act  of 1934, as
amended, see  "Section 16 Reporting" on  page 10 of the  1996 Proxy Statement,
which  is  incorporated herein  by reference  pursuant to  General Instruction
G(3).

Item 11.  Executive Compensation.

For information with  respect to  executive compensation, see  "Report of  the
Compensation and Personnel  Committee," "Compensation and Personnel  Committee
Interlocks  and  Insider  Participation," "Executive  Compensation,"  "Pension
Plans," and "Employment Contracts  and Termination of Employment or  Change in
Control Arrangements"  on pages 11  through 23  of the  1996 Proxy  Statement,
which  is incorporated  herein  by reference  pursuant to  General Instruction
G(3).   For information with  respect to director  compensation, see "Director
Compensation and Related Transactions" on pages 7 through 9 of  the 1996 Proxy
Statement,  which is  incorporated  herein by  reference  pursuant to  General
Instruction G(3).

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

For information  with respect to the  security ownership of the  directors and
officers of the Corporation and beneficial owners of more than five percent of
the Corporation's Common Stock, see "Stock Ownership" on pages 9 through 10 of
the 1996 Proxy Statement,  which is incorporated herein by  reference pursuant
to General Instruction G(3).

Item 13.  Certain Relationships and Related Transactions.

For   information  with   respect   to  certain   relationships  and   related
transactions, see "Director Compensation and Related  Transactions" on pages 7
through 9  and "Compensation and  Personnel Committee  Interlocks and  Insider
Participation" on page  13 of the 1996 Proxy Statement,  which is incorporated
herein by reference pursuant to General Instruction G(3).













                                      18








                                    <PAGE>


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     (a)  Documents filed as part of the report:

          (1)  Financial Statements:                                 Page
 
               Report of Management ...............................     *

               Report of Independent Accountants ..................     *

               Financial Statements:

                    Consolidated Statements of Income .............     *

                    Consolidated Balance Sheets ...................     *

                    Consolidated Statements of Shareowners'
                      Equity ......................................     *

                    Consolidated Statements of Cash Flows .........     *

                    Notes to Consolidated Financial
                      Statements ..................................     *

                    Quarterly Financial Data ......................     *

          (2)  Financial Statement Schedule:

               II - Valuation and Qualifying Accounts ............     26

               Financial statement schedules other than listed above have been
               omitted either because the required information is contained in
               the Consolidated Financial Statements  and the notes thereto or
               because such schedules are not required or applicable.

*   Incorporated herein by reference  to the appropriate portions of  the 1996
    Proxy Statement (File No. 1-8609).  (See Part II.)

















                                      19








                                    <PAGE>

          (3)  Exhibits:

               Exhibits identified  in parentheses below  as on file  with the
               SEC are  incorporated herein  by reference as  exhibits hereto.
               Unless  otherwise indicated,  all exhibits so  incorporated are
               from File No. 1-8609.  All management contracts or compensatory
               plans  or arrangements required to be filed as exhibits to this
               Form 10-K pursuant  to Item  14(c) are filed  as Exhibits  10aa
               through 10vv.

               Exhibit
               Number                       Description
               -------                      -----------

                 3a           Articles  of  Incorporation  of Pacific  Telesis
                              Group, as  amended to June 17,  1988 (Exhibit 3a
                              to Registration Statement No. 33-24765).

                 3b           By-Laws  of Pacific Telesis Group, as amended to
                              September 24, 1993 (Exhibit  3b to  Registration
                              Statement No. 33-50897, filed November 2, 1993).

                 4a           Rights  Agreement, dated  as  of  September  22,
                              1989,  between  Pacific  Telesis Group  and  The
                              First  National  Bank  of  Boston,  as successor
                              Rights   Agent,  which  includes  as  Exhibit  B
                              thereto   the   form   of   Rights   Certificate
                              (Exhibits 1 and 2 to Form SE filed September 25,
                              1989 as part of Form 8-A).

                 4b           No  instrument  which  defines  the   rights  of
                              holders of long-  and intermediate-term debt  of
                              Pacific  Telesis Group  and its  subsidiaries is
                              filed herewith pursuant to Regulation  S-K, Item
                              601(b)(4)(iii)(A).  Pursuant to this regulation,
                              Pacific Telesis Group hereby agrees to furnish a
                              copy  of any  such  instrument to  the SEC  upon
                              request.

                 10e          Separation   Agreement   by   and  between   the
                              Corporation and PacTel  Corporation dated as  of
                              October 7,  1993, and  amended November 2,  1993
                              and March 25, 1994 (Exhibit 10e to Form 10-K for
                              1993).

                              10e(i)    Amendment   No.    3   to   Separation
                                        Agreement  effective  as  of April  1,
                                        1994 (Exhibit 10e(i)  to Form 10-K for
                                        1994).

                 10aa         Pacific  Telesis  Group Senior  Management Short
                              Term Incentive  Plan  (Attachment A  to  Pacific
                              Telesis Group's 1995 Proxy  Statement, including
                              Pacific   Telesis   Group's  1994   Consolidated
                              Financial Statements filed March 13, 1995).


                                      20








                                    <PAGE>


                 10bb         Pacific  Telesis  Group  Senior Management  Long
                              Term  Incentive Plan  (Attachment  A to  Pacific
                              Telesis Group's 1995 Proxy  Statement, including
                              Pacific   Telesis   Group's  1994   Consolidated
                              Financial Statements filed March 13, 1995).

                 10cc         Pacific Telesis Group  Executive Life  Insurance
                              Plan (Exhibit  10cc to  Form SE filed  March 27,
                              1987  in connection with  the Corporation's Form
                              10-K for 1986).

                              10cc(i)   Resolutions    amending   the    Plan,
                                        effective   April 1,   1994   (Exhibit
                                        10cc(i) to Form 10-K for 1993).

                 10dd         Pacific Telesis Group  Executive Disability  and
                              Survivor   Protection   Plan,  as   amended  and
                              restated effective July 1, 1995.

                 10ee         Pacific Telesis Group Senior Management Transfer
                              Program (Exhibit 10ee to  Registration Statement
                              No. 2-87852).

                 10ff         Pacific   Telesis    Group   Senior   Management
                              Financial  Counseling  Program (Exhibit  10ff to
                              Registration Statement No. 2-87852).

                 10gg         Pacific Telesis Group Deferred Compensation Plan
                              for Nonemployee Directors  (Exhibit 10gg to Form
                              SE filed  April 1, 1991 in  connection with  the
                              Corporation's  Form 10-K for 1990).

                              10gg(i)   Resolutions    amending    the    Plan
                                        effective December 21, 1990,  November
                                        20,   1992   and   December 18,   1992
                                        (Exhibit  10gg(i)  to  Form  SE  filed
                                        March  26, 1993 in connection with the
                                        Corporation's Form 10-K for 1992).

                              10gg(ii)  Resolutions    amending    the   Plan,
                                        effective   April 1,   1994   (Exhibit
                                        10gg(ii) to Form 10-K for 1993).

                 10hh         Description of Pacific Telesis  Group Directors'
                              and   Officers'   Liability  Insurance   Program
                              (Exhibit 10hh to Form 10-K for 1993).

                 10ii         Description  of Pacific  Telesis Group  Plan for
                              Nonemployee Directors' Travel Accident Insurance
                              (Exhibit 10ii to Form SE filed March 26, 1990 in
                              connection with the Corporation's Form  10-K for
                              1989).




                                      21








                                    <PAGE>


                 10jj         Pacific  Telesis Group 1994 Stock Incentive Plan
                              (Attachment A  to  Pacific Telesis  Group's 1994
                              Proxy   Statement,  including   Pacific  Telesis
                              Group's  1993 Consolidated  Financial Statements
                              filed March  11, 1994, and amended  March 14 and
                              March 25, 1994).

                              10jj(i)   Resolutions    amending   the    Plan,
                                        effective January 1,  1995 (Attachment
                                        A  to  Pacific  Telesis  Group's  1995
                                        Proxy   Statement  including   Pacific
                                        Telesis   Group    1994   Consolidated
                                        Financial  Statements filed  March 13,
                                        1995).

                 10kk         Pacific  Telesis  Group  Executive  Supplemental
                              Pension Plan.

                              10kk(i)   Trust Agreement No. 3  between Pacific
                                        Telesis   Group   and  Bankers   Trust
                                        Company   in   connection   with   the
                                        Corporation's  executive  supplemental
                                        pension benefits  (Exhibit 10kk(iv) to
                                        Form 10-K for 1993).

                 10ll         Pacific  Telesis  Group Executive  Deferral Plan
                              (Exhibit 10ll to Form 10-K for 1994).

                 10mm         Description  of  Pacific Telesis  Group Personal
                              Umbrella  Liability  Insurance (Exhibit  10mm to
                              Form 10-K for 1994).

                 10nn         Pacific Telesis Group  Mid-Career Pension  Plan,
                              as amended and restated effective July 1, 1995.

                              10nn(i)   Trust Agreement No. 3  between Pacific
                                        Telesis   Group   and  Bankers   Trust
                                        Company   in   connection   with   the
                                        Corporation's  executive  supplemental
                                        pension benefits  (Exhibit 10kk(iv) to
                                        Form 10-K for 1993).

                 10oo         Pacific   Telesis   Group   Outside   Directors'
                              Deferred Stock Unit Plan.

                 10pp         Employment Contracts for Certain Senior Officers
                              of Pacific Telesis  Group (Exhibit 10pp to  Form
                              SE filed March 23, 1989   in connection with the
                              Corporation's Form 10-K for 1988).

                              10pp(i)   Schedule  to   Exhibit  10pp  (Exhibit
                                        10pp(i) to Form 10-K for 1993).




                                      22








                                    <PAGE>


                              10pp(ii)  Employment   contracts   for   certain
                                        senior  officers  of  Pacific  Telesis
                                        Group (Exhibit 10pp(ii)  to Form  10-K
                                        for 1993).

                              10pp(iii) Employment contract for senior officer
                                        of  Pacific   Telesis  Group  (Exhibit
                                        10pp(iii) to Form 10-Q for the quarter
                                        ended September 30, 1994).

                              10pp(iv)  Employment contract for certain senior
                                        officers  of   Pacific  Telesis  Group
                                        (Exhibit  10pp(iv)  to  Form 10-K  for
                                        1994).

                              10pp(v)   Supplemental  Benefit  Agreement   for
                                        senior  officer   of  Pacific  Telesis
                                        Group.

                 10rr         Executive    supplemental   benefit    agreement
                              (Exhibit 10rr to Form 10-K for 1993).

                 10ss         Pacific   Telesis   Group   Outside   Directors'
                              Retirement   Plan,   as  amended   and  restated
                              effective January 26, 1996.

                 10tt         Representative   Indemnity   Agreement   between
                              Pacific  Telesis  Group   and  certain  of   its
                              officers and each of its directors (Exhibit 10tt
                              to Form  SE filed  March 29, 1988  in connection
                              with the Corporation's Form 10-K for 1987).

                 10uu         Trust  Agreement  between Pacific  Telesis Group
                              and Bankers Trust Company, as successor Trustee,
                              in  connection with  the  Pacific Telesis  Group
                              Executive Deferral Plan (Exhibit 10uu to Form SE
                              filed  March 23,  1989  in connection  with  the
                              Corporation's Form 10-K for 1988).

                              10uu(i)   Amendment  to  Trust  Agreement No.  1
                                        effective  December 11,  1992 (Exhibit
                                        10uu(i) to  Form  SE filed  March  26,
                                        1993    in    connection   with    the
                                        Corporation's Form 10-K for 1992).

                              10uu(ii)  Amendment  to  Trust Agreement  No. 1,
                                        effective   May   28,  1993   (Exhibit
                                        10uu(ii) to Form 10-K for 1993).

                              10uu(iii) Amendment  to  Trust Agreement  No. 1,
                                        effective  November 15,  1993 (Exhibit
                                        10uu(iii) to Form 10-K for 1993).




                                      23








                                    <PAGE>


                 10vv         Trust  Agreement  between Pacific  Telesis Group
                              and Bankers Trust Company, as successor Trustee,
                              in connection  with  the Pacific  Telesis  Group
                              Deferred Compensation Plan  for the  Nonemployee
                              Directors  (Exhibit   10vv  to  Form   SE  filed
                              March 23,   1989   in   connection    with   the
                              Corporation's Form 10-K for 1988).

                              10vv(i)   Amendment  to  Trust  Agreement No.  2
                                        effective  December 11,  1992 (Exhibit
                                        10vv(i)  to Form  SE  filed March  26,
                                        1993    in    connection   with    the
                                        Corporation's Form 10-K for 1992).

                              10vv(ii)  Amendment  to  Trust Agreement  No. 2,
                                        effective   May   28,  1993   (Exhibit
                                        10vv(ii) to Form 10-K for 1993).

                 11           Computation of Earnings per Common Share.

                 12           Computation  of  Ratio  of  Earnings   to  Fixed
                              Charges.

                 21           Subsidiaries of Pacific Telesis Group.

                 23           Consent of Coopers & Lybrand L.L.P.

                 24           Powers  of  Attorney executed  by  Directors and
                              Officers who signed this Form 10-K.

                 27           Financial Data Schedule.

                 99a          Pacific  Telesis  Group's 1996  Proxy Statement,
                              including    Pacific   Telesis    Group's   1995
                              Consolidated  Financial Statements  (Filed March
                              4, 1996).

                 99b          Annual  Report  on  Form 11-K  for  the  Pacific
                              Telesis   Group   Supplemental  Retirement   and
                              Savings Plan for Salaried Employees for the year
                              1995  (To be  filed as  an amendment  within 180
                              days).

                 99c          Annual  Report  on  Form  11-K  for  the Pacific
                              Telesis   Group   Supplemental  Retirement   and
                              Savings Plan for  Nonsalaried Employees for  the
                              year 1995  (To be  filed as an  amendment within
                              180 days).








                                      24








                                    <PAGE>


     The Corporation will furnish to a security holder upon request  a copy of
     any exhibit at cost.

     (b)  Reports on Form 8-K:

          Form 8-K, Date of Report  November 17, 1995, was filed with  the SEC
          under Item 5 describing a class action complaint.

















































                                      25








                                    <PAGE>

                                  SIGNATURES

Pursuant  to the  requirements  of Section  13  or 15  (d)  of the  Securities
Exchange  Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                             PACIFIC TELESIS GROUP


                             BY /s/ William E. Downing
                                -------------------------
                                William E. Downing, 
                                Executive Vice President, 
                                Chief Financial Officer and Treasurer
                                (Principal Financial and Accounting Officer)

                             DATE:  March 22, 1996

Pursuant  to the  requirements of  the Securities Exchange  Act of  1934, this
report  has  been signed  below  by the  following  persons on  behalf  of the
registrant and in the capacities and on the date indicated.

Philip J. Quigley,*                Chairman of the Board, President and 
                                   Chief Executive Officer

/s/ William E. Downing,            Executive Vice President, 
                                   Chief Financial Officer and Treasurer

Gilbert F. Amelio,* Director                 Lewis E. Platt,* Director

William P. Clark,* Director                  Toni Rembe,* Director

Herman E. Gallegos,* Director                S. Donley Ritchey,* Director
Frank C. Herringer,* Director                Richard M. Rosenberg,* Director

Mary S. Metz,* Director


         
*BY    /s/ William E. Downing
       ------------------------------------
       William E. Downing, attorney-in-fact

DATE:  March 22, 1996













                                      26








                                    <PAGE>

                                                                  Sheet 1 of 3

                    PACIFIC TELESIS GROUP AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in millions)

---------------------------------------------------------------------------
    COL. A         COL. B            COL. C           COL. D     COL. E
---------------------------------------------------------------------------

Allowance for Doubtful Accounts
-------------------------------
                                    Additions
                              --------------------
                                  (1)        (2)
                              Charged to   Charged
                 Balance at    Costs and  to Other             Balance at
                End of Prior   Expenses   Accounts  Deductions   End of
                   Period         (a)        (b)        (c)      Period
---------------------------------------------------------------------------
Year 1995           $134         $167       $147       $316       $132
Year 1994           $138         $151       $143       $298       $134
Year 1993           $130         $163       $140       $295       $138
===========================================================================

Reserve for Discontinuing Real Estate Operations
------------------------------------------------

                                    Additions
                              --------------------
                                  (1)        (2)
                              Charged to   Charged
                 Balance at    Costs and  to Other             Balance at
                End of Prior   Expenses   Accounts  Deductions   End of
                   Period         (d)                            Period
---------------------------------------------------------------------------
Year 1995            $ 51         $  0        $0       $ 19       $ 32
Year 1994            $338         $  0        $0       $287       $ 51
Year 1993            $ 33         $347        $0       $ 42       $338
===========================================================================



See accompanying notes on Sheet 3 of 3.












                                      27








                                    <PAGE>

                                                                  Sheet 2 of 3

                    PACIFIC TELESIS GROUP AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in millions)


---------------------------------------------------------------------------
    COL. A         COL. B            COL. C           COL. D     COL. E
---------------------------------------------------------------------------

Reserve for Restructuring
-------------------------

                                    Additions
                              --------------------
                                  (1)        (2)
                              Charged to   Charged
                 Balance at    Costs and  to Other             Balance at
                End of Prior   Expenses   Accounts  Deductions   End of
                   Period         (e)        (f)        (g)      Period
---------------------------------------------------------------------------
Year 1995            $  819       $  0        $ 0       $591     $  228
Year 1994            $1,097       $  0        $ 0       $278     $  819
Year 1993            $  101       $977        $43       $ 24     $1,097
===========================================================================

Various Other Reserves
----------------------
                                       Additions
                                ---------------------
                                    (1)         (2)
                  Balance at    Charged to    Charged            Balance at
                 End of Prior    Costs and   to Other              End of
                    Period       Expenses    Accounts Deductions   Period
---------------------------------------------------------------------------
Year 1995              $68          $  0          $0        $ 2       $66
Year 1994              $90          $  0          $0        $22       $68
Year 1993              $27          $107          $0        $44       $90
===========================================================================





See accompanying notes on Sheet 3 of 3.










                                      28








                                    <PAGE>

                                                                  Sheet 3 of 3


                    PACIFIC TELESIS GROUP AND SUBSIDIARIES

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS




--------------------

(a)  Provision for uncollectibles includes certain direct write-off items
     which are not reflected in this account.

(b)  Amounts in this column reflect items of uncollectible interstate and 
     intrastate accounts receivable purchased from and billed for AT&T and
     other interexchange carriers under contract arrangements.

(c)  Amounts in this column reflect items written off, net of amounts
     previously written off but subsequently recovered.

(d)  Costs and expenses for 1993 reflect an additional pre-tax loss reserve
     of $347 million to cover potential future losses on real estate sales
     and estimated operating losses of the Corporation's wholly owned real
     estate subsidiary during the planned sales period.  

(e)  Pacific Bell recorded pre-tax restructuring charges to recognize the
     incremental cost of force reductions.

(f)  Amounts in this column reflect items capitalized to construction.

(g)  The 1995 and 1994 amounts reflect $219 and $62 million of costs,
     respectively, for enhanced retirement benefits paid from pension fund
     assets which do not require current outlays of the Corporation's funds. 



--------------------


















                                      29








                                    <PAGE>


















        TELESIS(R) is a registered trademark of Pacific Telesis Group.







































                                      30








                                    <PAGE>

                                EXHIBIT INDEX


Exhibits  identified  in  parentheses below  as  on  file with  the  SEC are
incorporated  herein  by reference  as  exhibits hereto.    Unless otherwise
indicated,  all  exhibits so  incorporated are  from  File No. 1-8609.   All
management  contracts or compensatory  plans or arrangements  required to be
filed as exhibits  to this  Form 10-K pursuant  to Item 14(c)  are filed  as
Exhibits 10aa through 10vv.

Exhibit
Number                       Description
-------                      -----------

3a             Articles  of  Incorporation  of  Pacific  Telesis  Group,  as
               amended  to   June 17,  1988  (Exhibit   3a  to  Registration
               Statement No. 33-24765).

3b             By-Laws of Pacific Telesis Group, as amended to September 24,
               1993 (Exhibit  3b  to Registration  Statement  No.  33-50897,
               filed November 2, 1993).

4a             Rights  Agreement, dated  as of  September 22,  1989, between
               Pacific Telesis Group and The First National  Bank of Boston,
               as  successor  Rights  Agent,  which  includes  as Exhibit  B
               thereto the form of  Rights Certificate (Exhibits 1 and 2  to
               Form SE filed September 25, 1989 as part of Form 8-A).

4b             No instrument  which defines the rights  of holders of  long-
               and intermediate-term  debt of Pacific Telesis  Group and its
               subsidiaries is  filed herewith pursuant  to Regulation  S-K,
               Item 601(b)(4)(iii)(A).  Pursuant to this regulation, Pacific
               Telesis Group  hereby agrees to  furnish a copy  of any  such
               instrument to the SEC upon request.

10e            Separation Agreement  by  and  between  the  Corporation  and
               PacTel Corporation dated as  of October 7, 1993,  and amended
               November 2, 1993 and March 25, 1994 (Exhibit 10e to Form 10-K
               for 1993).

               10e(i)  Amendment No. 3 to Separation  Agreement effective as
                       of April  1, 1994 (Exhibit  10e(i) to  Form 10-K  for
                       1994).

10aa           Pacific Telesis Group Senior Management Short  Term Incentive
               Plan  (Attachment A  to  Pacific Telesis  Group's  1995 Proxy
               Statement,   including   Pacific    Telesis   Group's    1994
               Consolidated Financial Statements filed March 13, 1995).

10bb           Pacific Telesis Group Senior  Management Long Term  Incentive
               Plan  (Attachment A  to  Pacific Telesis  Group's  1995 Proxy
               Statement,   including   Pacific    Telesis   Group's    1994
               Consolidated Financial Statements filed March 13, 1995).




                                      31








                                    <PAGE>


10cc           Pacific Telesis Group  Executive Life Insurance Plan (Exhibit
               10cc to Form SE  filed March 27, 1987 in connection  with the
               Corporation's Form 10-K for 1986).

               10cc(i) Resolutions  amending  the  Plan, effective  April 1,
                       1994 (Exhibit 10cc(i) to Form 10-K for 1993).

10dd           Pacific  Telesis  Group  Executive  Disability  and  Survivor
               Protection Plan,  as amended  and restated  effective July 1,
               1995.

10ee           Pacific Telesis  Group  Senior  Management  Transfer  Program
               (Exhibit 10ee to Registration Statement No. 2-87852).

10ff           Pacific Telesis Group Senior Management  Financial Counseling
               Program (Exhibit 10ff to Registration Statement No. 2-87852).

10gg           Pacific   Telesis  Group   Deferred  Compensation   Plan  for
               Nonemployee Directors (Exhibit 10gg to Form SE filed April 1,
               1991  in connection  with  the Corporation's    Form 10-K for
               1990).

               10gg(i)   Resolutions    amending    the    Plan    effective
                         December 21,   1990,   November   20,    1992   and
                         December 18, 1992 (Exhibit 10gg(i) to Form SE filed
                         March 26, 1993 in connection with the Corporation's
                         Form 10-K for 1992).

               10gg(ii)  Resolutions amending the  Plan, effective  April 1,
                         1994 (Exhibit 10gg(ii) to Form 10-K for 1993).

10hh           Description of Pacific Telesis Group Directors' and Officers'
               Liability Insurance Program  (Exhibit 10hh  to Form 10-K  for
               1993).

10ii           Description  of Pacific  Telesis Group  Plan  for Nonemployee
               Directors' Travel Accident Insurance (Exhibit 10ii to Form SE
               filed  March 26,  1990 in  connection with  the Corporation's
               Form 10-K for 1989).

10jj           Pacific Telesis Group 1994 Stock Incentive Plan (Attachment A
               to  Pacific Telesis Group's  1994 Proxy  Statement, including
               Pacific   Telesis   Group's   1993   Consolidated   Financial
               Statements filed  March 11,  1994, and  amended March  14 and
               March 25, 1994).

               10jj(i)   Resolutions amending the Plan, effective January 1,
                         1995 (Attachment  A to Pacific Telesis Group's 1995
                         Proxy  Statement  including  Pacific Telesis  Group
                         1994   Consolidated   Financial  Statements   filed
                         March 13, 1995).





                                      32








                                    <PAGE>



10kk           Pacific Telesis Group Executive Supplemental Pension Plan.

               10kk(i)   Trust Agreement No. 3 between Pacific Telesis Group
                         and Bankers Trust  Company in  connection with  the
                         Corporation's   executive    supplemental   pension
                         benefits (Exhibit 10kk(iv) to Form 10-K for 1993).

10ll           Pacific  Telesis Group Executive Deferral  Plan (Exhibit 10ll
               to Form 10-K for 1994).

10mm           Description  of  Pacific  Telesis  Group   Personal  Umbrella
               Liability Insurance (Exhibit 10mm to Form 10-K for 1994).

10nn           Pacific Telesis Group Mid-Career Pension Plan, as amended and
               restated effective July 1, 1995.

               10nn(i)   Trust Agreement No. 3 between Pacific Telesis Group
                         and Bankers Trust  Company in  connection with  the
                         Corporation's   executive    supplemental   pension
                         benefits (Exhibit 10kk(iv) to Form 10-K for 1993).

10oo           Pacific Telesis Group Outside Directors' Deferred  Stock Unit
               Plan.

10pp           Employment Contracts for  Certain Senior Officers  of Pacific
               Telesis Group (Exhibit  10pp to Form SE filed March  23, 1989
               in connection with the Corporation's Form 10-K for 1988).

               10pp(i)   Schedule to  Exhibit 10pp (Exhibit  10pp(i) to Form
                         10-K for 1993).

               10pp(ii)  Employment contracts for certain senior officers of
                         Pacific  Telesis  Group (Exhibit  10pp(ii)  to Form
                         10-K for 1993).

               10pp(iii) Employment contract for  senior officer of  Pacific
                         Telesis Group  (Exhibit 10pp(iii) to  Form 10-Q for
                         the quarter ended September 30, 1994).

               10pp(iv)  Employment contract for  certain senior officers of
                         Pacific Telesis  Group  (Exhibit 10pp(iv)  to  Form
                         10-K for 1994).

               10pp(v)   Supplemental Benefit Agreement  for senior  officer
                         of Pacific Telesis Group.

10rr           Executive  supplemental benefit  agreement (Exhibit  10rr  to
               Form 10-K for 1993).

10ss           Pacific Telesis Group Outside Directors' Retirement  Plan, as
               amended and restated effective January 26, 1996.




                                      33








                                    <PAGE>


10tt           Representative Indemnity  Agreement between  Pacific  Telesis
               Group and certain  of its officers and each of  its directors
               (Exhibit 10tt to  Form SE filed March 29, 1988  in connection
               with the Corporation's Form 10-K for 1987).

10uu           Trust  Agreement between  Pacific  Telesis Group  and Bankers
               Trust Company,  as successor Trustee, in  connection with the
               Pacific Telesis  Group Executive Deferral  Plan (Exhibit 10uu
               to  Form SE  filed  March  23, 1989  in connection  with  the
               Corporation's Form 10-K for 1988).

               10uu(i)   Amendment  to  Trust  Agreement  No.   1  effective
                         December 11, 1992 (Exhibit 10uu(i) to Form SE filed
                         March 26, 1993 in connection with the Corporation's
                         Form 10-K for 1992).

               10uu(ii)  Amendment  to  Trust  Agreement  No.  1,  effective
                         May 28, 1993  (Exhibit 10uu(ii)  to  Form 10-K  for
                         1993).

               10uu(iii) Amendment  to  Trust  Agreement  No.  1,  effective
                         November 15, 1993  (Exhibit 10uu(iii) to  Form 10-K
                         for 1993).

10vv           Trust Agreement  between  Pacific Telesis  Group and  Bankers
               Trust Company,  as successor Trustee, in  connection with the
               Pacific Telesis  Group  Deferred  Compensation Plan  for  the
               Nonemployee  Directors  (Exhibit  10vv   to  Form  SE   filed
               March 23, 1989 in connection with the Corporation's Form 10-K
               for 1988).

               10vv(i)   Amendment  to  Trust   Agreement  No.  2  effective
                         December 11, 1992 (Exhibit 10vv(i) to Form SE filed
                         March 26, 1993 in connection with the Corporation's
                         Form 10-K for 1992).

               10vv(ii)  Amendment  to  Trust  Agreement  No.  2,  effective
                         May 28,  1993 (Exhibit  10vv(ii) to  Form 10-K  for
                         1993).

11             Computation of Earnings per Common Share.

12             Computation of Ratio of Earnings to Fixed Charges.

21             Subsidiaries of Pacific Telesis Group.

23             Consent of Coopers & Lybrand L.L.P.

24             Powers  of Attorney  executed by  Directors and  Officers who
               signed this Form 10-K.

27             Financial Data Schedule.




                                      34








                                    <PAGE>


99a            Pacific  Telesis  Group's  1996  Proxy  Statement,  including
               Pacific   Telesis   Group's   1995   Consolidated   Financial
               Statements (Filed March 4, 1996).

99b            Annual Report  on Form  11-K for  the Pacific  Telesis  Group
               Supplemental  Retirement  and  Savings   Plan  for   Salaried
               Employees  for the  year 1995  (To be  filed as  an amendment
               within 180 days).

99c            Annual  Report on  Form 11-K  for the  Pacific Telesis  Group
               Supplemental  Retirement  and  Savings  Plan for  Nonsalaried
               Employees  for the  year 1995  (To be  filed as  an amendment
               within 180 days).











































                                      35