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                                                                 Exhibit 24
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                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS,  PACIFIC BELL, a California  corporation (the "Company"), proposes to
file  with the  Securities  and Exchange  Commission  (the "SEC"),  under  the
provisions of  the Securities Act  of 1934,  as amended, an  Annual Report  on
Form 10-K; and

WHEREAS, each of the undersigned is a director of the Company;

NOW, THEREFORE, each of the undersigned, hereby constitutes and appoints D. W.
Dorman,  W. E.  Downing, P.  A. Darbee  and R.  W. Odgers,  and each  of them,
his/her  attorney for him/her in his/her stead,  in his capacity as a director
of the Company,  to execute and to  file such Annual Report on  Form 10-K, and
any and all amendments, modifications or supplements thereto, and any exhibits
thereto, and  granting to each of  said attorneys full power  and authority to
sign and file any and all other documents and to perform and do all  and every
act and thing  whatsoever requisite and necessary to be done  as fully, to all
intents and purposes, as he/she might or could do if personally present at the
doing thereof, and hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof in connection with
effecting the filing of the Annual Report on Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her hand this
28th day of March, 1997.

/s/ Gilbert F. Amelio                             /s/ Lewis E. Platt       
    Director                                          Director                
/s/ William P. Clark                              /s/ Toni Rembe          
    Director                                          Director                
/s/ Herman E. Gallegos                            /s/ S. Donley Ritchey
    Director                                          Director                
/s/ Frank C. Herringer                            /s/ Richard M. Rosenberg
    Director                                          Director                
/s/ Mary S. Metz
    Director

















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                                    <PAGE>

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, PACIFIC BELL, a  California corporation (the "Company"),  proposes to
file  with the  Securities  and Exchange  Commission  (the "SEC"),  under  the
provisions of  the Securities Act  of 1934,  as amended, an  Annual Report  on
Form 10-K; and

WHEREAS,  each of the undersigned  is an officer or  director, or both, of the
Company, as indicated below his name;

NOW, THEREFORE, each of the undersigned, hereby constitutes and appoints D. W.
Dorman, W. E. Downing,  P. A. Darbee and R.  W. Odgers, and each of  them, his
attorney for him in his stead,  in his capacity as an officer or  director, or
both, of the Company, to execute and file such Annual Report on Form 10-K, and
any  and all amendments, modifications or supplements thereto and any exhibits
thereto, and  granting to each of  said attorneys full power  and authority to
sign and file any  and all other documents and to perform and do all and every
act and thing whatsoever requisite and  necessary to be done as fully, to  all
intents and purposes,  as he might  or could do if  personally present at  the
doing thereof, and hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof in connection with
effecting the filing of the Annual Report on Form 10-K.

IN WITNESS WHEREOF,  each of the  undersigned has hereunto  set his hand  this
28th day of March 1997.


/s/ David W. Dorman
Chairman of the Board,
President and Chief Executive Officer


/s/ Peter A. Darbee
Vice President, Chief Financial Officer and Controller





















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