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 12, 1999, 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, 1998.




                                            ERNST & YOUNG LLP



San Antonio, Texas
March 8, 1999