SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                        Date of Report: October 23, 1997



                                  PACIFIC BELL

                            A California Corporation

                           Commission File No. 1-1414

                           IRS Employer No. 94-0745535

                   175 E. Houston, San Antonio, Texas  78205

                         Telephone Number (210) 821-4105



Item 5.  Other Events

Bayside Village,  The Fillmore Center and North Point Apartments v. Pacific Bell
(Case  No.  95-08-037)  - This  complaint,  filed  with  the  California  Public
Utilities Commission ("CPUC"), challenges Pacific Bell's practice of charging to
reconnect the wires between the utility  terminal board and the customer utility
board   ("cross-connects")   in  apartment   buildings,   claiming   that  these
cross-connects  are part of Pacific Bell's network.  Pacific Bell contends these
cross-connects  are  deregulated  "inside wire"  belonging to the customer,  and
accordingly  the customer is required to pay  reconnection  charges.  In a draft
decision by an  administrative  law judge  submitted in October 1997,  the judge
agreed with the  complainants  and  recommended a retroactive  refund of charges
dating from 1993 be ordered by the Commission.  Other draft decisions by various
Commissioners have also been submitted,  which do not recommend such refunds. If
the draft decision siding with the complainants is adopted by the CPUC,  Pacific
Bell may be ordered to make refunds of up to $70 million.

Item 7.  Financial Statements and Exhibits

Pacific Bell is filing herewith the following exhibits:

      (c)   Exhibits.


Exhibit
Number      Description

1           Selling  Agency  Agreement,  dated  October 23, 1997,  among Pacific
            Bell,  Merrill Lynch & Co.,  Merrill Lynch,  Pierce,  Fenner & Smith
            Incorporated,  Goldman,  Sachs  & Co.,  and  Salomon  Brothers  Inc,
            relating to  $1,750,000,000  Medium-Term  Notes,  Series A, Due Nine
            Months or More From Date of Issue.

4-a         Pacific Bell Officers' Certificate,  dated October 23, 1997, setting
            forth the terms of the Medium-Term Notes,  Series A, Due Nine Months
            or More From Date of  Issue,  pursuant  to  section  2.02(a)  of the
            Indenture.

4-b         Form of Fixed Rate Note.

4-c         Form of Floating Rate Note.

4-d         Form of Global Fixed Rate Note.

4-e         Form of Global Floating Rate Note.






                                    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/ Donald E. Kiernan
                                        _________________________
                                        Donald E. Kiernan
                                        Vice President


October 23, 1997