<TABLE>
                                                                                   EXHIBIT 12

                                        PACIFIC BELL AND SUBSIDIARIES
                              COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                                             Dollars in Millions
<CAPTION>
                                     SIX MONTHS ENDED
                                         JUNE 30,            YEAR ENDED DECEMBER 31,
                                    ----------------  -----------------------------------------
                                      1998     1997    1997     1996     1995     1994    1993
                                    ----------------  -----------------------------------------
<S>                                 <C>      <C>     <C>     <C>       <C>      <C>     <C>
Income (Loss) Before Income Taxes,
  Extraordinary Loss and Cumulative
  Effect of Accounting Changes      $  941   $ (479) $  34    $1,567   $1,161   $1,276  $  (54)
    Add: Interest Expense              216      226    460       379      420      437     429
         1/3 Rental Expense             19       29     41        47       29       22      23
                                    -------  -------  ------   ------  -------  ------- -------

    Adjusted Earnings               $1,176   $ (224)   535    $1,993   $1,610   $1,735  $  398
                                    =======  =======  ======   ======  =======  ======= =======

Total Interest Charges              $  233   $  246    497       412   $  420   $  437  $  429
1/3 Rental Expense                      19       29     41        47       29       22      23
                                    -------  -------  ------   ------  -------  ------- -------

    Adjusted Fixed Charges          $  252   $  275  $ 538    $  459   $  449   $  459  $  452
                                    =======  =======  ======   ======  =======  ======= =======

Ratio of Earnings to Fixed Charges    4.67    (0.81)* 0.99**    4.34     3.59     3.78    0.88***

<FN>
*    As defined within the  computation  of earnings to fixed charges,  earnings
     are $499 less than  fixed  charges  for the first six  months of 1997.  See
     Management's  Discussion  and Analysis of Results of  Operations in Pacific
     Bell's 1997 Annual Report on Form 10-K for a discussion  of  merger-related
     and other unusual items that reduced earnings for 1997.
**   As defined within the  computation  of earnings to fixed charges,  earnings
     are $3 less than fixed charges for 1997.  See  Management's  Discussion and
     Analysis of Results of Operations  in Pacific  Bell's 1997 Annual Report on
     Form 10-K for a discussion of  merger-related  and other unusual items that
     reduced earnings for 1997.
***  As defined within the  computation  of earnings to fixed charges,  earnings
     are $54 less than fixed charges for 1993. See  Management's  Discussion and
     Analysis  of  Results of  Operations  - Other  Business  Matters in Pacific
     Bell's  1997  Annual   Report  on  Form  10-K  for  a  discussion   of  the
     restructuring charge which reduced earnings for 1993.
</FN>
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