Exhibit 3-a

                                       BY-LAWS



                                          OF

                                     PACIFIC BELL

                            (As amended November 10, 1997)







                                      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 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 8 until changed, from
time to time, by resolution of the Board of Directors or of the Shareholders but
at no time shall be less than 7 nor more than 13 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 or by the shareholders. (As amended November
10, 1997)

 ......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. A majority of the Board of  Directors shall constitute a quorum
at any meeting.  (As amended November 10, 1997)

 ......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.

 ......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)

      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)

      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)

                                     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)




<PAGE>



                                      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)

                                      ARTICLE XI

                      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)