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

COOPERS & LYBRAND L.L.P. 


                                                                 May 12, 1995



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  12, 1995 on our review of the  interim
financial information of  Pacific Bell  and Subsidiaries  for the  three-month
periods ended  March 31, 1995  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 L.L.P.