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

COOPERS & LYBRAND L.L.P. 


November 13, 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  November 13, 1996  on our review  of the
interim financial information  of Pacific Bell and Subsidiaries  for the nine-
month  period  ended  September  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.