Exhibit 23
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                      CONSENT OF INDEPENDENT ACCOUNTANTS


We  consent  to   the  incorporation   by  reference  of   our  report   dated
February 27, 1997, on  our audits of the consolidated financial statements and
the  financial statement  schedule  of Pacific  Bell  and Subsidiaries  as  of
December 31, 1996  and 1995,  and for each  of the  three years in  the period
ended December  31, 1996, which  report is included  in this Annual  Report on
Form 10-K, and in Pacific Bell's registration statement as follows:

     Form S-3:  Pacific Bell $1.575 Billion Debt Securities



/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
March 28, 1997