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                                                           Exhibit 3b
                                                           ----------

                                    BY-LAWS

                                      OF

                                 PACIFIC BELL

                        (As amended February 26, 1996)


                               Table of Contents


Article I, Shareholders' Meetings ...............................  1

Article II, The Board of Directors, Directors' Meetings .........  2

Article III, Executive Committee ................................  3

Article IV, Officers ............................................  4

Article V, Chairman of the Board of Directors; Vice Chairmen of the Board
   of Directors .................................................  5

Article VI, President ...........................................  5

Article VII, Powers and Duties ..................................  5

Article VIII, Shares and Share Certificates .....................  8

Article IX, Annual Reports ......................................  6

Article X, Seal .................................................  9

Article XI, Adoption, Amendment, and Repeal of By-Laws...........  6

Article XII, Indemnification of Officers and Directors ..........  7

























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                                    BY-LAWS
                                      OF

                                 PACIFIC BELL

                        (As amended February 26, 1996)


                                   Article I

                            Shareholders' Meetings

     Section 1.  The  annual meeting of shareholders may be called at any time
between  March 1 and July 31  of each  year on  such day  (other than  a legal
holiday), at such time and at such place as  may be designated by the Board of
Directors, and in  the absence of such designation at  the principal office of
the corporation, at 10 a.m. on the fourth Friday in April, or,  if said day is
a legal holiday,  then on the  first business  day of the  following week,  to
elect  directors and  to transact  such other  business as  may properly  come
before the meeting.  (As amended February 26, 1982)

     Written notice of the time and place of said meeting  and the business to
be transacted  thereat shall  be given  by the Secretary  to the  shareholders
personally or  by mail, to the extent  and in the manner  specified by law, at
least  ten days but no more  than sixty days before the  meeting.  (As amended
December 22, 1976)

     Section 2.   Special meetings  of the shareholders  may be called  at any
time by the  Chairman of the Board of  Directors, if one has been  elected, by
the President, by the Board of Directors or by three or more of the directors,
or by any number of shareholders representing not less than ten percent of the
votes entitled to be cast at the meeting, and may be held at any time, whether
on a holiday or not, and at any place.  (As amended December 22, 1976)

     Written notice of the time and place of said meeting  and the business to
be transacted  thereat shall  be given  by the  Secretary to  the shareholders
personally or by  mail, to the extent  and in the manner specified  by law, at
least ten  days but no more than  sixty days before the  meeting.  (As amended
December 22, 1976)

     Section 3.   At any meeting of shareholders, whether  regular or special,
the  presence in  person or by  proxy of  shareholders entitled  to exercise a
majority of  the voting power  of the outstanding  shares entitled to  vote at
such meeting shall constitute a  quorum for the transaction of business.   (As
amended January 22, 1960)

     Section 4.  The  Board of Directors may fix  a time as a record  date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or  entitled to receive any dividend  or distribution,
or any allotment  of rights, or to  exercise rights in respect  to any change,
conversion or exchange of shares.  The  record date so fixed shall not be more
than sixty nor less  than ten days prior to  the date of the meeting  nor more
than sixty days prior to any other event for the purposes of which it is fixed
and only shareholders  of record on  that date are  entitled to notice  of and

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                                    <PAGE>


vote  at the meeting or to receive  the dividend, distribution or allotment of
rights  or  to  exercise  the  rights,  as  the  case may  be.    (As  amended
December 22, 1976)

                                  Article II

                  The Board of Directors, Directors' Meetings

     Section 1.  The number of directors shall be fixed at 10 until changed by
resolution of the Board of  Directors but at no time shall be less  than 9 nor
more than  17 until  changed by  amendment of  these  By-Laws.   The Board  of
Directors shall be elected by the shareholders at the annual meeting or at any
other meeting held for that purpose, and directors shall hold office until the
next annual election  and until their successors are elected.   Any vacancy or
vacancies in  the  Board of  Directors may  be  filled by  a  majority of  the
remaining directors.  (As amended March 10, 1994)

     Section  2.   Regular  meetings of  the Board  of  Directors may  be held
without notice at such time and place as shall from time to time be determined
by the Board and  no notice of  such meeting shall be  necessary to the  newly
elected  directors  in order  legally to  constitute  the meeting,  provided a
quorum shall be present.  (As amended July 28, 1989)

     Section 3.  Special meetings  of the Board of Directors may be  called by
the  Chairman of the Board or the President,  or a Vice Chairman, and shall be
called by the Chairman of the Board, the President or Secretary on the written
request  of a majority of the directors.   Notice of special meetings shall be
given by  the Secretary  or  Assistant Secretary  of the  corporation to  each
director  personally or  by telephone,  facsimile transmission or  telegram at
least 48 hours  before the meeting, or by mailing written notice at least four
days before the meeting.  (As amended November 20, 1992)

     Section 4.   Six members  of the  Board of Directors  shall constitute  a
quorum at any meeting.  (As amended August 5, 1948)

     Section  5.   The  Board of  Directors may,  by  resolution adopted  by a
majority  of the  authorized  number  of  directors,  designate  one  or  more
committees, each consisting of two or more directors, to serve at the pleasure
of the  Board.   The Board may  designate one  or more directors  as alternate
members of any committee,  who may replace any absent member at any meeting of
the committee.   Any such committee, to the extent  provided in the resolution
of  the Board or  in the By-Laws, shall  have all the  authority of the Board,
except  with respect to those  powers enumerated in  Article III, Section 2 of
these By-Laws.

     Unless other  procedures are  established  by resolution  adopted by  the
Board, the  provisions  of  Sections 2  and  3 of  this  Article II  shall  be
applicable to  committees of the Board  of Directors, if any  are established.
For such purpose, references to "the Board" or "the Board  of Directors" shall
be deemed  to refer to each such committee.  The committees shall keep regular
minutes of their proceedings and report the same to the Board when required.





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     A majority of the committee members at a meeting duly  assembled shall be
necessary to constitute  a quorum for the transaction of  business and the act
of a  majority of  the committee  members present at  any meeting  at which  a
quorum  is present shall be the act of  the committee.  Any action required or
permitted to be  taken at a meeting  of the committee  may be taken without  a
meeting if a consent in writing,  setting forth the action so taken, shall  be
signed by all of  the committee members entitled  to vote with respect  to the
subject matter thereof.  (As amended July 28, 1989)

                                  Article III

                              Executive Committee

     Section  1.  The Executive Committee, if  one is appointed, shall consist
of two  or more directors.  The remaining directors shall be alternate members
of  the Executive Committee, and, in the  absence or disability of any regular
member of the Executive Committee, any  such alternate member may be called by
the  Chairman or  by the President  to serve  in the  place of such  absent or
disabled regular members.  (As amended February 26, 1996)

     Section 2.   The Executive Committee  may exercise all the  powers of the
Board of Directors during the intervals between meetings of  the Board, except
the powers to:

          (a)  Approve any action which under the General Corporation Law also
     requires shareholders' approval or approval of the outstanding shares.

          (b)  Fill vacancies on the Board or on any committee.

          (c)  Fix  the compensation of the directors for serving on the Board
     or on any committee.

          (d)  Adopt, amend, or repeal By-Laws.

          (e)  Amend  or repeal  any  resolution of  the  Board which  by  its
     express terms is not so amendable or repealable.

          (f)  Cause a distribution to  the shareholders, except at a  rate or
     in a periodic amount or within a price range determined by the Board.

          (g)  Appoint other committees of the Board or the members thereof.

(As amended December 22, 1976)

     Section  3.  Meetings  of the Executive  Committee may be  called for any
time and place  by the Chairman  of the Board  of Directors,  if one has  been
elected, or by the President.

     Section 4.  Notice of a meeting of the Executive Committee shall be given
by the Secretary or an Assistant  Secretary of the corporation to each members
personally  or  by telephone,  facsimile  transmission  or  telegram at  least
48 hours before  the meeting or by  mailing written notice at  least four days
before the meeting.  As amended November 20, 1992)



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     Section 5.   A  Majority of the  Executive Committee  shall constitute  a
quorum at any meeting.  All  actions taken at meetings of the  Committee shall
be  recorded, and shall  be reported  to the Board  of Directors  from time to
time.

                                  ARTICLE IV

                                   Officers

     The  officers  of  the corporation  shall  be  elected  by  the Board  of
Directors and shall hold office at the pleasure of the Board.  The Chairman of
the Board shall  not be an officer  of the corporation.   The officers of  the
corporation shall  consist of such Vice Chairmen of the  Board as the Board of
Directors  may elect, a President, such Executive Vice Presidents, such Senior
Vice Presidents  and such Vice Presidents as the Board may elect, a Secretary,
a Treasurer, a Controller, such Assistant Secretaries and Assistant Treasurers
as the Board  may elect, and such other officers as  the Board may elect.  The
Board of Directors shall designate one officer of the corporation as the Chief
Financial Officer.  (As amended February 8, 1996)

                                   ARTICLE V

                      Chairman of the Board of Directors;
                    Vice Chairmen of the Board of Directors

     Section 1.   The Chairman of the Board of  Directors shall preside at all
meetings of  the Board of  Directors, of  the Executive Committee  and of  the
shareholders and have  such authority and  shall perform such other  duties as
the By-Laws  establish or  as the  Board of Directors  may from  time to  time
assign.  (As amended January 27, 1984)

     Section 2.   Each Vice Chairman of  the Board shall have such  powers and
shall perform such duties as may from time to time be assigned by the Board of
Directors or  as the Chairman of the Board of  Directors may from time to time
delegate or direct.  (As amended July 28, 1989)

                                  ARTICLE VI

                                   President

     The President shall be the Chief Executive Officer of the corporation and
shall have such powers and shall perform such duties  as may from time to time
be assigned by the Board of Directors or as the Chairman of the Board may from
time to time delegate or direct.  (As amended January 27, 1984)

                                  ARTICLE VII

                               Powers and Duties

     Each officer  of the corporation shall have  such powers and perform such
duties as the Board of Directors or the Chairman of the Board may from time to
time delegate or direct.  The Board  of Directors or the Chairman of the Board
may delegate to certain officers the  power to define the authority and powers
of other officers.  (As amended July 14, 1987)


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                                 ARTICLE VIII

                         Shares and Share Certificates

     Section  1.  The certificates for the  shares of the corporation shall be
in form  and content  as required  by  law and  as approved  by the  Board  of
Directors.

     Section 2.  The  corporation shall not issue any  certificate evidencing,
either singly or  with other shares, any  fractional part of or  interest in a
share.

     Section 3.  The person,  firm, or corporation in whose name  shares stand
on the books of the  corporation, whether individually or as trustee,  pledgee
or otherwise, may be recognized and treated by the corporation as the absolute
owner of the shares, and the corporation shall in no event  be obliged to deal
with or to recognize the rights  or interests of other persons in such  shares
or in any part thereof.

                                  ARTICLE IX

                                Annual Reports

     An annual  report shall be  sent to the  shareholders not later  than one
hundred  twenty days after the close of  the fiscal year, but at least fifteen
days prior to the next  annual meeting of shareholders  to be held during  the
next fiscal year.  (As amended December 22, 1976)

                                   ARTICLE X

                                     Seal

     The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation,  the year of  its organization and  the State within  which it is
incorporated.  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed  or reproduced  or otherwise.   (As amended  November 20,
1992)

                                  ARTICLE XI

                  Adoption, Amendment, and Repeal of By-Laws

     These By-Laws may be amended or repealed or new by-laws may be adopted by
the  vote of shareholders entitled to exercise  a majority of the voting power
of the  corporation or by the  written assent of such  shareholders filed with
the  Secretary.  Subject to  the right of the  shareholders to amend or repeal
these  By-Laws, or  to adopt new  by-laws, the  Board of  Directors may adopt,
amend or  repeal any  by-law  other than  Article II, Section 1  hereof.   (As
amended November 25, 1953)





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                                  ARTICLE XII

                   Indemnification of Officers and Directors

     This  corporation   shall,  to  the  maximum   extent  permissible  under
applicable common or  statutory law, state  or federal, indemnify each  of its
agents  against  expenses, judgments,  fines,  settlements  and other  amounts
actually  and reasonably incurred in connection with any proceeding arising by
reason  of  the  fact  that  any  such person  is  or  was  an  agent  of this
corporation.  For purposes of this Article XII, an "agent" of this corporation
includes any person who is  or was a director or officer of  this corporation,
or who is  or was serving at  the request of  this corporation as a  director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

     Prior to the disposition  of any such proceeding, this  corporation, upon
the  request of  any such  agent,  shall promptly  advance to  such agent,  or
otherwise as directed  by such agent,  such amounts as  shall be equal to  the
expenses  which shall  have been  incurred  by such  agent  in defending  such
proceeding,  provided that such agent requesting such amounts shall first have
delivered  to  this corporation  an  undertaking  to repay  any  and  all such
advances unless it shall be determined ultimately that such  agent is entitled
to  be indemnified with respect  thereto in accordance  with this Article XII.
(As amended February 28, 1986)
































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