EXHIBIT 23-b



                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We consent to the  inclusion 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 for each of the two years in the period ended December 31, 1996,
     which report is included in this Annual Report on Form 10-K.

     We also  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  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 for each of the
     two years in the period ended  December 31, 1996,  which report is included
     in this Annual Report on Form 10-K.




                                          COOPERS & LYBRAND L.L.P.



     San Francisco, California
     March 10, 1998