EXHIBIT 23-a



                         CONSENT OF INDEPENDENT AUDITORS



     We consent to the incorporation by reference in the Registration  statement
     (Form S-3 No.  333-37513) of Pacific Bell and in the related  Prospectus of
     our  report  dated  February  20,  1998,  with  respect  to  the  financial
     statements  and  schedules of Pacific Bell  included in this Annual  Report
     (Form 10-K) for the year ended December 31, 1997.




                                          ERNST & YOUNG LLP



     San Antonio, Texas
     March 10, 1998