8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                   Form 8-K/A

                                 CURRENT REPORT
                                 Amendment No. 1


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



                          Date of Report: April 4, 1997



                                  PACIFIC BELL



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



          140 New Montgomery Street, San Francisco, California 94105





                         Telephone Number (415) 542-9000

















Form 8-K/A                                                        Pacific Bell


The registrant  hereby amends and supplements the following items of its Current
Report on Form 8-K dated April 4, 1997:

Item 4.     Change in Registrant's Certifying Accountant

On April 1, 1997, SBC Communications Inc. ("SBC"), a Delaware  corporation,  and
Pacific Telesis Group ("PAC"), a Nevada  corporation,  consummated a merger (the
"Merger")  whereby  SBC  Communications  (NV)  Inc.  ("Merger  Sub"),  a  Nevada
corporation and a wholly-owned  subsidiary of SBC, was merged with and into PAC,
a regional  telephone  holding  company,  pursuant to the  Agreement and Plan of
Merger (the "Merger  Agreement"),  dated as of April 1, 1996, among SBC, PAC and
Merger Sub. Pacific Bell is a wholly-owned subsidiary of PAC. As a result of the
Merger,   PAC  and  its  subsidiary   Pacific  Bell  have  become   wholly-owned
subsidiaries of SBC.

The SBC Board of Directors had  previously  approved the  appointment of Ernst &
Young LLP as auditor of SBC and its  subsidiaries.  Accordingly,  effective with
the closing of the Merger,  Coopers & Lybrand L.L.P., auditor of PAC and Pacific
Bell, was replaced with Ernst & Young LLP,  auditor of SBC.  However,  Coopers &
Lybrand L.L.P. has been engaged to perform a review,  as defined by the American
Institute  of  Certified  Public  Accountants  standards,  of the March 31, 1997
interim financial statements of Pacific Bell.

The reports of Coopers & Lybrand L.L.P. on Pacific Bell's  financial  statements
for the past two fiscal years did not contain an adverse  opinion or  disclaimer
of opinion and were not qualified or modified as to uncertainty,  audit scope or
accounting principles.

In connection with the audits of Pacific Bell's financial statements for each of
the two fiscal years ended December 31, 1996, there were no  disagreements  with
Coopers & Lybrand L.L.P.  on any matters of accounting  principles or practices,
financial statement  disclosure,  or auditing scope and procedures which, if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would have caused them
to make reference to the matter in their reports.

Pacific  Bell has  requested  Coopers & Lybrand  L.L.P.  to  furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of the letter, dated January 9, 1998, is filed as Exhibit 16 to this Form
8-K/A.

Item 7.     Financial   Statements,  Pro   Forma  Financial   Information  and
            Exhibits.

            (a) Exhibits.

            16 Letter of Coopers & Lybrand L.L.P.








                                       2

Form 8-K/A                                                        Pacific Bell



                                    SIGNATURE
                                   ---------

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 hereunto duly authorized.


Date: January 9, 1998                           Pacific Bell



                                   By:  /s/ Donald E. Kiernan
                                       ------------------------
                                       Donald E. Kiernan
                                       Vice President

EX-16

                                                                      EXHIBIT 16
                                                                    ----------




Coopers & Lybrand L.L.P.
333 Market Street
San Francisco, CA  94105




January 9, 1998



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549




Gentlemen:


We have read the  statements  made by  Pacific  Bell (copy  attached),  which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K/A report dated April 4, 1997, as amended  January
9, 1998. We agree with the statements concerning our Firm in such Form 8-K/A.


Very truly yours,




/s/ Coopers & Lybrand L.L.P.

Coopers and Lybrand L.L.P.