1
                      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:
                               November 7, 1997
                                      
                                      
                                 PACIFIC BELL
                                      
                                      
                                      
A California Corporation           1-1414                       94-0745535
                               (Commission File                (IRS Employer
                                    No.)                   Identification no.)
                          

                   
                   
           
          140 New Montgomery Street, San Francisco, California 94105
                       
                       Telephone Number (415) 542-9000




   2



Item 7. Financial Statements and Exhibits.

Pacific Bell is filing herewith the following exhibits:

         (c)      Exhibits.



EXHIBIT
NUMBER                              DESCRIPTION
- -------                             -----------
                                                                            
1        Underwriting Agreement, dated November 4, 1997, between Pacific Bell and 
         Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
         as representative of the several Underwriters named in Schedule II       
         thereto.                                                                 
                                                                                  
3(ii)    By-laws of Pacific Bell, as amended April 1, 1997.                       
                                                                                  
99.4a    Pacific Bell Officers' Certificate for 6 5/8% Notes due November 1, 2009,
         dated November 4, 1997, pursuant to Section 2.02(a) of the Indenture.
                                                                                  
99.4b    Pacific Bell Officers' Certificate for 7 1/4% Debentures due November 1, 
         2027, dated November 4, 1997, pursuant to Section 2.02(a) of the 
         Indenture.                                                      
                                                                                  
99.4c    Form of 6 5/8% Global Note due November 1, 2009.                         
                                                                                  
99.4d    Form of 7 1/4% Global Debenture due November 1, 2027.                    




   3


                                   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


                                       /s/ DONALD E. KIERNAN
                                       -------------------------------------
                                       Donald E. Kiernan
                                       Vice-President


November 7, 1997





   4
                                 EXHIBIT INDEX




EXHIBIT
NUMBER                              DESCRIPTION
- -------                             -----------
                                                                           
1      Underwriting Agreement, dated November 4, 1997, between Pacific Bell and  
       Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,  
       as representative of the several Underwriters named in Schedule II        
       thereto.                                                                  
                                                                                 
3(ii)  By-laws of Pacific Bell, as amended April 1, 1997.                        
                                                                                 
99.4a  Pacific Bell Officers' Certificate for 6 5/8% Notes due November 1, 2009, 
       dated November 4, 1997, pursuant to Section 2.02(a) of the Indenture.
                                                                                 
99.4b  Pacific Bell Officers' Certificate for 7 1/4% Debentures due November 1,  
       2027, dated November 4, 1997, pursuant to Section 2.02(a) of the    
       Indenture.                                                                
                                                                                 
99.4c  Form of 6 5/8% Global Note due November 1, 2009.                          
                                                                                 
99.4d  Form of 7 1/4% Global Debenture due November 1, 2027.