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

COOPERS & LYBRAND L.L.P.



                                       November 14, 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  November 14, 1994  on our review  of the
interim  financial information of Pacific Bell and Subsidiaries for the three-
and nine-month periods ended September 30,  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,




                                       Coopers & Lybrand  L.L.P.