Exhibit 1
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                            UNDERWRITING AGREEMENT
                            ----------------------


February 1, 1996



Pacific Bell
140 New Montgomery Street
San Francisco, CA 94105


Ladies and Gentlemen:

The undersigned understands that Pacific  Bell, a California corporation  (the
"Company"), proposes to issue and sell its 5 7/8% Debentures  due February 15,
2006  (the "Debentures") in  the aggregate  principal amount  of $250,000,000.
Subject to the  terms and conditions  set forth  or incorporated by  reference
herein,  the Company  will  sell,  and  the  undersigned  will  purchase  such
principal amount  of Debentures at  a purchase price  equal to 99.237%  of the
principal  amount of the Debentures plus interest accrued thereon,if any, from
the date of issuance of the Debentures to the date of payment for and delivery
of  the Debentures.  The Debentures will be offered at a price to public equal
to 99.637%  of the principal amount  of the Debentures plus  interest, if any,
accrued  thereon from the  date of issuance  of the Debentures to  the date of
payment  for and  delivery of  the  Debentures.   The Debentures  will not  be
redeemable. 

The  Company will  deliver  the Debentures  to  The Depository  Trust  Company
("DTC") for  the account of  the Underwriter against  payment of  the purchase
price by Federal  funds, for value, to the account of  the Company at 10 A.M.,
New York time, on February 6, 1996, such time  being referred to herein as the
"Closing  Date."  The Debentures to  be so delivered will  be issued as fully-
registered securities registered  in the name  of Cede &  Co., the nominee  of
DTC.    One  or  more  fully-registered  global  Debentures  representing  the
aggregate principal amount will be  issued and delivered to DTC.   The Company
will make the Debentures available for checking and packaging at the office of
First Trust of California or at another location acceptable to the Underwriter
not later than 2 P.M., New York time, on the business day prior to the Closing
Date.   As used herein,  "business day" means  any day on  which the  New York
Stock Exchange is open for trading.

The Debentures shall  have the terms  set forth in the  Indenture dated as  of
April 7, 1993,  between the  Company and First  Trust of California,  National
Association,  as  Trustee,  the  Prospectus  dated  April  12,  1993  and  the
Prospectus Supplement dated February 1, 1996.







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Except  as otherwise provided herein, the provisions contained in the document
entitled  "Form  of  Underwriting  Agreement Standard  Provisions,"  filed  on
April 7,  1993  as  Exhibit 1a  to  the  Company's  Registration Statement  on
Form S-3 (No. 33-49477), a  copy of  which is attached  hereto (the  "Standard
Provisions") are incorporated herein.

Please confirm your agreement  by having an authorized officer  of the Company
sign this Agreement in the space set forth below and return the signed copy to
the undersigned.

This  Agreement may  be signed  in any  number of  counterparts with  the same
effect as if the signatures thereto and hereto were upon the same instrument.




Very truly yours,

Salomon Brothers Inc.


By:
     --------------------------
     Timothy Davies
     Vice President
          
   



The foregoing Agreement
is hereby confirmed and
accepted:


PACIFIC BELL

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















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