SIGNATURE
                                                                 Exhibit 24
                                                                 ----------
                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS,  PACIFIC BELL, a California  corporation (the "Company"), proposes to
file  with the  Securities  and Exchange  Commission  (the "SEC"),  under  the
provisions of  the Securities Act  of 1934,  as amended, an  Annual Report  on
Form 10-K; and

WHEREAS, each of the undersigned is a director of the Company;

NOW,  THEREFORE, each  of  the undersigned,  hereby  constitutes and  appoints
P. J. Quigley, D. W. Dorman, W. E. Downing, P. A. Darbee and R. W. Odgers, and
each  of them, his/her attorney for him/her  in his/her stead, in his capacity
as a  director of the Company,  to execute and  to file such Annual  Report on
Form 10-K, and any  and all amendments, modifications or  supplements thereto,
and any  exhibits thereto, and granting  to each of said  attorneys full power
and authority to sign and  file any and all other documents and to perform and
do all and every  act and thing whatsoever  requisite and necessary to be done
as  fully,  to all  intents  and  purposes, as  he/she  might or  could  do if
personally present at the  doing thereof, and hereby ratifying  and confirming
all that  said attorneys may  or shall  lawfully do, or  cause to be  done, by
virtue hereof in connection with effecting the filing of the  Annual Report on
Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her hand this
24th day of March, 1995.


/s/ William P. Clark                 /s/ Mary S. Metz
    Director                             Director

/s/ Herman E. Gallegos               /s/ Lewis E. Platt
    Director                             Director

                                     /s/ Toni Rembe
                                         Director

/s/ Frank C. Herringer               /s/ S. Donley Ritchey
    Director                             Director

/s/ Ivan J. Houston                  /s/ Richard R. Rosenberg
    Director                             Director











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                                   SIGNATURE
                                                                    Exhibit 24
                                                                    ----------
                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS,  PACIFIC BELL, a California  corporation (the "Company"), proposes to
file  with the  Securities  and Exchange  Commission  (the "SEC"),  under  the
provisions of  the Securities Act  of 1934,  as amended, an  Annual Report  on
Form 10-K; and

WHEREAS, each of  the undersigned is an  officer or director, or  both, of the
Company, as indicated below his name;

NOW, THEREFORE,  each  of the  undersigned,  hereby constitutes  and  appoints
P. J. Quigley, D. W. Dorman, W. E. Downing, P. A. Darbee and R. W. Odgers, and
each of them, his attorney for him in his stead, in his capacity as an officer
or  director, or both, of the Company, to  execute and file such Annual Report
on Form 10-K, and any and all amendments, modifications or supplements thereto
and any  exhibits thereto, and granting  to each of said  attorneys full power
and authority to sign and file any and all  other documents and to perform and
do all  and every act and thing whatsoever  requisite and necessary to be done
as fully, to all intents and purposes,  as he might or could do if  personally
present  at the  doing thereof, and  hereby ratifying and  confirming all that
said attorneys may or shall lawfully do, or cause to be done, by virtue hereof
in connection with effecting the filing of the Annual Report on Form 10-K.

IN WITNESS WHEREOF,  each of the  undersigned has hereunto  set his hand  this
24th day of March 1995.


/s/ Philip J. Quigley
Chairman of the Board


/s/ David W. Dorman
President and Chief Executive Officer


/s/ Peter A. Darbee
Vice President, Chief Financial Officer and Controller















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