EXHIBIT 24

                                     POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

      PACIFIC  BELL, a California  corporation,  hereinafter  referred to as the
"Company," proposes to file with the Securities and Exchange  Commission,  under
the  provisions of the  Securities  Exchange 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
Edward A. Mueller,  T. Michael Payne and Robert B. Pickering,  and each of them,
his or her attorneys for him or her and in his or her name, place and stead, and
in his or her office  and  capacity  in the  Company,  to execute  and file such
annual  report,  and  thereafter to execute and file any amendment or amendments
thereto,  hereby giving and granting to said  attorneys full power and authority
to do and perform each and every act and thing whatsoever requisite or necessary
to be done in and concerning the premises,  as fully to all intents and purposes
as he might or could do if  personally  present  at the  doing  thereof,  hereby
ratifying and  confirming  all that said  attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.

      IN WITNESS  WHEREOF,  each of the  undersigned has hereunto set his or her
hand on the date set forth opposite his or her signature.




/s/ Royce S. Caldwell                        February 1, 1999
-------------------------------             --------------
Royce S. Caldwell                               Date
   Chairman of the Board



/s/ Cassandra C. Carr                        January 27, 1999
-------------------------------             --------------
Cassandra C. Carr                               Date
   Director





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                                                                      EXHIBIT 24
                                                               POWER OF ATTORNEY
                                                                          PAGE 2





/s/ Karen Jennings                            February 2, 1999
--------------------------------             --------------
Karen Jennings                                   Date
   Director



/s/ James D. Ellis                            January 26, 1999
--------------------------------             --------------
James D. Ellis                                   Date
   Director



/s/ Charles E. Foster                         February 3, 1999
--------------------------------             --------------
Charles E. Foster                                Date
   Director



/s/ T. Michael Payne                          January 19, 1999
--------------------------------             --------------
T. Michael Payne                                 Date
Director



/s/ Donald E. Kiernan                         February 5, 1999
--------------------------------             --------------
Donald E. Kiernan                                Date
   Director and Treasurer



/s/ Edward A. Mueller                         January 19, 1999
--------------------------------             --------------
Edward A. Mueller                                Date
   Director and President and
   Chief Executive Officer