SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549



                                   Form 8-K

                                CURRENT REPORT



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



                       Date of Report:  February 1, 1996



                                 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                                                          Pacific Bell
February 1, 1996



Item 7.  Financial Statement and Exhibits.

         (c) Exhibits:

             The exhibits  listed below relate to Registration No. 33-49477 on
             Form  S-3   of  the  registrant   and  are  filed   herewith  for
             incorporation by reference in such Registration Statement.  

             Exhibit
             Number                         Description
             -------                        -----------

                1                Underwriting Agreement dated February 1, 1996
                                 between Pacific Bell and  the Underwriter  in
                                 connection  with  the  5 7/8% Debentures  due
                                 February 15, 2006 of Pacific Bell.

                4                Form of certificate of  5 7/8% Debentures due
                                 February 15, 2006 of Pacific Bell.































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Form 8-K                                                          Pacific Bell
February 1, 1996





                                   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 thereunto duly authorized.





                                       PACIFIC BELL



                                    By:  /s/ Marie B. Washington
                                         -------------------------
                                             Marie B. Washington
                                             Assistant Treasurer
                                       


February 5, 1996


























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                                 EXHIBIT INDEX

The exhibits listed below relate  to Registration No. 33-49477 on Form  S-3 of
the registrant and  are filed herewith for incorporation by  reference in such
Registration Statement.  

     Exhibit
     Number                               Description
     -------                              -----------

         1           Underwriting  Agreement dated  February  1, 1996  between
                     Pacific Bell and the  Underwriters in connection with the
                     5 7/8% Debentures due February 15, 2006 of Pacific Bell.

         4           Form of certificate of 5 7/8% Debentures due February 15,
                     2006 of Pacific Bell.








































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