Exhibit 15
                                                                    ----------

COOPERS
& LYBRAND



                                       May 13, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

          Re:                     Pacific Bell
                       Registration Statement on Form S-3
                       ------------------------------------

We are aware that our  report dated May 13, 1994 on our review  of the interim
financial information  of Pacific  Bell and  Subsidiaries for  the three-month
periods  ended March 31,  1994 included in  this Form 10-Q  is incorporated by
reference in the Company's registration statement as follows:

                Form S-3:  Pacific Bell $1.575 Billion Debt Securities

Pursuant to Rule  436(c) under the Securities Act of  1933, this report should
not  be considered a part of  the registration statement prepared or certified
by us within the meaning of Sections 7 and 11 of that Act.


                                       Very truly yours,




                                       /s/ Coopers & Lybrand