SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549



                                   Form 8-K

                                CURRENT REPORT



  PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934



                        Date of Report:  April 19, 1995



                                 PACIFIC BELL



A California                 Commission File                I.R.S. Employer
Corporation                     No. 1-1414                   No. 94-0745535



            140 Montgomery Street, San Francisco, California 94105





                        Telephone Number (415) 542-9000




























                                    

Form 8-K                                                          Pacific Bell
April 19, 1995


Item 5. Other Events
- --------------------

As  previously  reported, commencing  January  1, 1995  the  California Public
Utilities    Commission    ( CPUC )    allowed   long-distance    and    other
telecommunications  companies to  officially  compete with  Pacific Bell  (the
"Company") and other local telephone companies in providing intra-service area
toll call services  in California.  (Toll calls are  calls within a customer's
service  area but  beyond the  local  calling area.)   Currently  toll service
revenues  represent  approximately  14%  of  Pacific  Bell's  total  operating
revenues.   In addition, the  CPUC intends to  open local exchange  markets to
competition by  January 1,  1997. (See  the more  complete description  in the
Company's  Form 10-K  for 1994.)   Currently  local exchange  service revenues
represent approximately 42% of Pacific Bell s total operating revenues.

On  April 19, 1995, Pacific  Telesis Group (the  "Corporation") reported first
quarter 1995 earnings from continuing operations  of $282 million, or 67 cents
per  share,  the  same  as  first  quarter 1994.    Revenues  from  continuing
operations in the first quarter of 1995 totaled $2.25 billion, 1.7% lower than
the $2.29 billion of a year ago.   The decrease resulted primarily from  price
changes that accompanied new toll-call competition and from revenue reductions
mandated by the CPUC.  Revenues from Pacific Bell toll calls declined by about
36%  compared to  first  quarter 1994.   (Pacific  Bell  has experienced  toll
revenue loss (particularly in WATS  and 800 services) for many years  prior to
"official" toll competition that began January 1, 1995.)  Average  toll market
share loss during the first quarter of 1995 was 5%.  In addition,  toll volume
growth  due to  lower prices  during  the quarter  occurred  more slowly  than
projected by the CPUC.  (First quarter 1995 results will be  described in more
detail in the Company's Form 10-Q for the first quarter of 1995.)  While it is
still  too  early  to   draw  conclusions,  the  Company  believes   that  the
continuation  of   slower-than-expected  demand   growth  combined  with   the
competitive  price changes mentioned above  may result in  1995 earnings being
lower than 1994 earnings.

In  connection   with  the  CPUC's  consideration  of  appropriate  rules  and
structures for local exchange  competition, Pacific Bell has developed  and is
submitting  to  the CPUC  certain information  which indicates  Pacific Bell's
vulnerability to competition should the rules  adopted by the CPUC not be fair
and even-handed.  Among the information developed is the following:

Pacific Bell's  business and residence  revenues and profitability  are highly
concentrated  among a few  customers.  Competitors  need only capture  a small
number of  large business and residence  customers to capture  the majority of
the  Company's business and residence  revenues.  For  example, recent studies
indicate that  approximately 20% of  the Company's business  telephone numbers
account for  75% of  its  business toll  revenues, and  20%  of its  residence
customers produce 70% of its residence toll revenues.  






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Pacific  Bell's   business  and  residence  revenues   are  also  concentrated
geographically.  Competitors  need only  serve small portions  of our  service
area to  take the  majority  of the  Company's  business and  residence  usage
revenues.  Customers tend to cluster in high density areas such as Los Angeles
and  Orange County,  the San Francisco  Bay Area,  San Diego  and Sacramento. 
Recent  studies show  that  approximately 5%  of  the Company's  serving  area
produces 85%  of business usage revenues and 20% of the Company's serving area
produces  70% of residence toll revenues.

Competitors can  be expected to target  the high usage, high  profit customers
and can do this  by targeting only a small  part of our geographic area  and a
small part  of our customer  base.  Large  and well-capitalized  long distance
carriers,  wireless  companies,   competitive  access   providers  and   cable
television companies are preparing to compete in major local exchange markets.
In some cases they are already deploying switches and other facilities.  Cable
television  companies currently  pass  approximately 9.4  million homes  which
provide  approximately $1.8  billion of  our existing  residential  revenues. 
Cable companies have already announced plans for major buildouts to compete in
the local  exchange market.  Several of these competitors already have as much
market recognition in California as does Pacific Bell.  All our customers have
already chosen  a long distance  company, and  there is much  more advertising
from long  distance companies than  from traditional local  exchange companies
including Pacific Bell.

Market research has shown  that a substantial majority of  residence customers
prefer  using one  company for  all telecommunications  services.   This  is a
significant  competitive  disadvantage for  Pacific  Bell  since it  is  still
prohibited  by  the  antitrust  consent  decree  ("MFJ") from  providing  long
distance service between service areas.  Similar market research shows  that a
substantial  majority of business customers would select one of the major long
distance  companies over  a combination  of Pacific  Bell and a  long distance
company  because using  one carrier would  permit them  to apply  all of their
traffic toward volume discount plans offered by the long distance companies. 

For  these reasons, the Company believes that implementation of local exchange
competition prior  to the  Company being  allowed to enter  the long  distance
market would provide already strong  competitors an unnecessary advantage  and
that regulators should ensure that the responsibility for universal service is
shared by all telecommunications providers.  The Company believes that a truly
open  competitive market  would  allow  for  the  simultaneous  entry  of  all
telecommunications competitors into each other's markets  on an equal footing.
Although the Company is facing increasing competition for all of its services,
the  Company believes  that  a truly  open competitive  market,  in which  the
Company can compete without undue restrictions, offers significant opportunity
for it to grow the business. 












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Form 8-K                                                          Pacific Bell
April 19, 1995





                                  SIGNATURES


Pursuant  to  the requirements  of the  Securities Exchange  Act of  1934, the
registrant  has duly  caused this  report to  be signed on  its behalf  by the
undersigned thereunto duly authorized.






                                   PACIFIC BELL



                                        
April 26, 1995                     By: /s/ R. W. Odgers
                                   ---------------------------
                                   R. W. Odgers
                                   Executive Vice President and Secretary





























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