EXHIBIT 15
                                                                    ----------

COOPERS & LYBRAND L.L.P. 


                                                               August 12, 1996



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 August  12, 1996  on our  review of  the
interim financial  information of Pacific  Bell and Subsidiaries for  the six-
month period ended June 30, 1996 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.