Exhibit 99-a

                      Report of Independent Accountants

To the Board of Directors and Shareowner of Pacific Telesis Group:

We have audited the consolidated statement of income, shareowner's equity and
cash flows of Pacific Telesis Group (a wholly-owned subsidiary of SBC
Communications Inc. effective April 1, 1997) and subsidiaries (the
"Company") for the year ended December 31, 1996, and the related financial
statement schedule as of and for the year ended December 31, 1996, as
included in the Company's annual report on Form 10-K for the year ended
December 31, 1996.  These consolidated financial statements and the financial
statement schedule are the responsibility of management.  Our responsibility
is to express an opinion on the consolidated financial statements and the
financial statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of
operations of Pacific Telesis Group and Subsidiaries and of their cash flows
for the year ended  December 31, 1996 in conformity with generally accepted
accounting principles.  In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, schedule presents fairly, in all
material respects, the information required to be included therein as of and
for the year ended December 31, 1996.

As discussed in Note A to the consolidated financial statements, Pacific
Bell, a subsidiary of Pacific Telesis Group, changed its method of
recognizing directory publishing revenues and related expenses effective
January 1, 1996.

                                          PricewaterhouseCoopers LLP

San Francisco, California
March 8, 1999