<PAGE>

   As filed with the Securities and Exchange Commission on February 2, 1996
                                                       Registration No.       
============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           ------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                           ------------------------

                             PACIFIC TELESIS GROUP

A Nevada corporation                         I.R.S.Employer No. 94-2919931

                               130 Kearny Street
                        San Francisco, California 94108
                        Telephone Number (415) 394-3000
                            ----------------------

                             PACIFIC TELESIS GROUP
                   SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
                            FOR SALARIED EMPLOYEES

                            ----------------------

                               Agent for Service

                              William E. Downing
                           Executive Vice President
                     Chief Financial Officer and Treasurer
                             Pacific Telesis Group
                               130 Kearny Street
                        San Francisco, California 94108
                        Telephone Number (415) 394-3000

                            ----------------------

                 Please send copies of all communications to:

                        Duane G. Henry, Senior Counsel
                           Jamie E. Chung, Attorney
                          Pacific Telesis Legal Group
                               130 Kearny Street
                        San Francisco, California 94108

                             ---------------------






                                       1








                                    <PAGE>

                        CALCULATION OF REGISTRATION FEE
===========================================================================
                                   Proposed      Proposed
 Title of                           maximum      maximum
Securities          Amount         offering     aggregate      Amount of
   to be            to be            price       offering     registration
registered      registered(1)    per share(2)    price(2)        fee(2)
---------------------------------------------------------------------------
Pacific Telesis
Group Common
Stock-par value
$.10 per share(3) 10,400,000      $28.75     $178,250,000.00   $61,465.52
===========================================================================

(1)  Represents the estimated  number of  shares that may  be acquired by  the
     Trustee  under  the Pacific  Telesis  Group  Supplemental Retirement  and
     Savings  Plan for Salaried Employees  (the "Plan") and  under the related
     leveraged  employee stock  ownership plan  ("LESOP").   Pursuant to  Rule
     416(a), this registration statement also covers such indeterminate number
     of additional  shares of  Common Stock as  is necessary to  eliminate any
     dilutive  effect of  any future  stock split,  stock dividend  or similar
     transaction.  Pursuant  to Rule 416(c), this  registration statement also
     covers  an  indeterminate  amount of  interests  to  be  offered or  sold
     pursuant to the Plan.

(2)  Estimated in accordance with  Rule 457(c) and (h), solely for purposes of
     calculating the registration fee, on the basis of the average of the high
     and  low sales prices of  New York Stock  Exchange Composite Transactions
     (as reported in the Wall  Street Journal) on January  26, 1996.  The  fee
     was computed based on  6,200,000 shares.  An additional  4,200,000 shares
     registered hereby  will be allocated  to participants  LESOP  accounts by
     their employing company  as matching shares  without receipt of  separate
     cash consideration.

(3)  Including associated Preferred Stock purchase rights.



                           -------------------------

Prospectus referred to herein  also relates to Registration Statement  No. 33-
18128 pursuant to Rule 429.















                                       2








                                    <PAGE>

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following documents  have  been  filed  by  Pacific  Telesis  Group  (the
"Corporation") with  the Securities  and Exchange  Commission ("SEC")  and are
incorporated herein by reference:

     (a)  The  Corporation s annual  report on  Form 10-K  for the  year ended
          December 31, 1994;

     (b)  The  Plan s  annual  report   on  Form  11-K  for  the   year  ended
          December 31, 1994;

     (c)  The Corporation s  quarterly report  on Form  10-Q for  the quarters
          ended March 31, June 30 and September 30, 1995;

     (d)  The  Corporation s current  reports on  Form  8-K, dates  of reports
          April 19, 1995, September 7, 1995, November 17,  1995 and January 4,
          1996;

     (e)  The description of the Corporation s Common Stock which is contained
          in its registration statement on Form  10 (File No. 1-8609) filed on
          November  16,  1983 pursuant  to  Section  12(b) of  the  Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), including any
          subsequent amendment  or report filed  for the  purpose of  updating
          such description.

All documents  filed pursuant  to Sections  13(a), 13(c), 14  or 15(d)  of the
Exchange  Act subsequent to  the date of this  registration statement shall be
deemed to  be incorporated by reference in  this registration statement and to
be part  hereof from  the date  of filing of  such documents.   Any  statement
contained in a document incorporated or deemed to be incorporated by reference
herein  shall be  deemed to  be modified  or superseded  for purposes  of this
registration statement to the  extent that a statement contained herein  or in
any other  subsequently  filed document  which  also is  or  is deemed  to  be
incorporated by reference herein or in any prospectus or prospectus supplement
modifies or  supersedes such  statement.   Any such statement  so modified  or
superseded  shall  not be  deemed, except  as  so modified  or  superseded, to
constitute a part of this registration statement.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the  shares and all legal matters in connection  with the Plan
have been passed upon for the Corporation by R. W. Odgers, Esq., its Executive
Vice  President, General  Counsel  and Secretary.   As  of December  31, 1995,
Mr. Odgers beneficially owned or had an interest in approximately 2,182 shares
of  the Corporation s  Common Stock.   As  of the  same date,  Mr. Odgers held
options and/or stock appreciation  rights with respect to 70,000 shares of the
Corporation s Common Stock.








                                       3








                                    <PAGE>


Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  78.037  of the  Nevada Revised  Statutes  ("N.R.S.") provides  that a
Nevada corporation s articles may contain a  provision eliminating or limiting
the personal  liability of  a director  or officer to  the corporation  or its
stockholders for damages for breach of fiduciary duty but may not eliminate or
limit liability for acts or omissions involving intentional misconduct, fraud,
a  knowing  violation  of the  law  or  illegal  payment  of dividends.    The
Corporation s Articles of Incorporation  ("Articles") contain such a provision
and therefore any lawsuits involving monetary damages would be subject to this
limitation.  There is no such limitation in actions for equitable relief.

With  respect  to lawsuits  not thus  limited  by the  Corporation s Articles,
N.R.S.  Section  78.751  specifies  the  circumstances  under  which a  Nevada
corporation  may indemnify a director, officer, employee or agent.  Generally,
such  person must have acted in good faith and in a manner reasonably believed
to be in, or  not opposed to, the best interests of  the corporation, and with
respect to any criminal action  or proceeding, such person must also  have had
no  reasonable cause  to believe  his or  her conduct  was  unlawful.   In any
proceeding by or  in the right  of the corporation where  there is a  judgment
against such  person, indemnification may be made if such person acted in good
faith, in a manner which he or she reasonably believed to be in or not opposed
to  the  best interests  of  the  corporation and  was  not  found liable  for
negligence  or  misconduct in  the performance  of his  or  her duties  to the
corporation.  However, indemnification  may be had even  where the person  has
been adjudged to be liable for  negligence or misconduct in the performance of
his  or her  duties if  the  court in  which the  action or  suit  was brought
determines  upon application that despite the adjudication of liability but in
view  of all  of the  circumstances of  the  case, such  person is  fairly and
reasonably entitled to  indemnity for such expenses as the court deems proper.
Where the director, officer,  employee or agent successfully defends  any such
civil or criminal proceeding, indemnification is required.
























                                       4








                                    <PAGE>


The Corporation s Articles provide that it shall indemnify any person who  was
or is a  party or is threatened to be made  a party to any threatened, pending
or   completed  action,   suit   or  proceeding,   whether  civil,   criminal,
administrative or investigative, by reason of the fact that such  person is or
was  a director or  officer of the  Corporation, or is  or was serving  at the
request  of  the Corporation  as  a director,  officer,  employee or  agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a fiduciary  of an employee benefit plan of the  Corporation or of a wholly
owned  subsidiary corporation,  against expenses  incurred in  connection with
such action,  suit or proceeding, including attorneys   fees, judgments, fines
and amounts  paid in settlement, to the extent not prohibited by law, state or
federal.  Expenses  incurred in defending any such  proceeding may be advanced
by  the Corporation  prior to the  final disposition  of such  action, suit or
proceeding upon receipt of an undertaking to repay such amount unless it shall
be  determined  ultimately  that the  person  is  entitled  to be  indemnified
thereunder.   The Articles  further provide that  these provisions  may not be
repealed or amended  without the affirmative  vote of at  least sixty-six  and
two-thirds percent  (66-2/3%) of the  voting power of  the shares entitled  to
vote thereon.

The  Corporation s   Articles  also   contain  a  provision   authorizing  the
Corporation to  enter into  indemnity agreements (the  "Indemnity Agreements")
with  each of the  Corporation s directors and  officers.  The  Articles state
that such agreements shall  provide that the Corporation shall  indemnify (and
advance  expenses  to)  the indemnitee  to  the  fullest  extent permitted  by
applicable law, no  later than 30 days after  a written request has  been made
therefor, against all expenses, judgments, fines, penalties,  excise taxes and
amounts paid in settlement for claims with respect to events  relating to such
person s service  with or for the  Corporation, and that in  any proceeding to
enforce  the obligation to indemnify  such person, the  Corporation shall have
the  burden  to establish  that such  indemnification is  prohibited; provided
however, that such agreements  shall exclude indemnification if a  judgment or
other final adjudication adverse to the indemnitee established (a) that his or
her  acts  were committed  in  bad  faith or  were  the  result of  deliberate
dishonesty, or  (b) that he  or she in  fact gained  a financial advantage  to
which  he or she was  not legally entitled,  in which event the  amount of the
indemnification shall be  reduced by  the amount of  such financial  advantage
gained.   The Corporation  has entered into Indemnity  Agreements with each of
its directors and executive officers as provided in this Article.

The  directors  and  officers of  the  Corporation  are  covered by  insurance
policies  indemnifying   against   certain  liabilities,   including   certain
liabilities  arising under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act") which  might  be incurred  by them  in such  capacities and
against  which they  cannot be  indemnified  by the  Corporation.   Subject to
certain exceptions,  the Indemnity Agreements obligate the  Corporation to use
its  best  efforts to  purchase and  maintain  in effect  such  insurance with
coverage no less favorable than that presently provided.








                                       5








                                    <PAGE>



The  Indemnity  Agreements  also   provide  that  if  the  Corporation   shall
discontinue any of its existing policies of directors  and officers  liability
insurance or limit the scope or the  amount of the coverages thereunder, or if
such policies  or coverages shall become  unavailable in whole or  in part for
any  reason, then  the  Corporation  will  hold  harmless  and  indemnify  the
indemnitee  to the full extent of the  coverage which would have been provided
if such insurance had been maintained.


Item 8.   EXHIBITS.

Exhibit
Number    Description
--------  ------------

  4a      Rights  Agreement,  dated as  of  September  22, 1989,  between  the
          Corporation and  The  First National  Bank of  Boston, as  successor
          Rights Agent, which includes as Exhibit B thereto the form of Rights
          Certificate. (Incorporated herein by  reference to Exhibits 1 and  2
          to Form SE filed September 25, 1989 as part of Form 8-A, File No. 
          1-8609.)

  5       Opinion of R.  W. Odgers, Executive Vice President,  General Counsel
          and Secretary of the Corporation.

  15      Letter regarding unaudited interim financial information.

  23a     Consent of Coopers & Lybrand L.L.P.

  23b     Consent of R. W. Odgers (included in Exhibit 5).

  24      Powers of  Attorney executed  by officers and  directors who  signed
          this registration statement.






















                                       6








                                    <PAGE>


Item 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period  in which offers or sales are  being
               made,  a   post-effective   amendment  to   this   registration
               statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus  any facts or events arising
                     after the effective date  of this registration  statement
                     (or  the most  recent  post-effective amendment  thereof)
                     which,  individually or  in  the  aggregate, represent  a
                     fundamental change  in the  information set forth  in the
                     registration statement;

               (iii) To include  any material information with  respect to the
                     plan  of  distribution  not previously  disclosed  in the
                     registration statement  or  any material  change to  such
                     information in the registration statement;

          Provided, however,  that paragraphs (a)(1)(i) and  (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or  Form S-8, and
          the  information  required  to   be  included  in  a  post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or  furnished to the SEC by  the registrant pursuant to section
          13 or  section 15(d) of  the Exchange Act  that are incorporated  by
          reference in the registration statement.

          (2) That, for  the purpose of  determining any  liability under  the
              Securities  Act,  each such  post-effective  amendment  shall be
              deemed to  be  a  new registration  statement  relating  to  the
              securities offered therein, and  the offering of such securities
              at  that  time  shall be  deemed  to  be the  initial  bona fide
              offering thereof.

          (3) To  remove  from  registration  by  means  of  a  post-effective
              amendment any  of the  securities being registered  which remain
              unsold at the termination of the offering.















                                       7








                                    <PAGE>



     (b)  The undersigned  registrant hereby undertakes that,  for purposes of
          determining any liability  under the Securities Act,  each filing of
          the registrant s annual report pursuant to  section 13(a) or section
          15(d) of the Exchange Act (and, where applicable,  each filing of an
          employee benefit plan s  annual report pursuant to section  15(d) of
          the  Exchange  Act)   that  is  incorporated  by  reference  in  the
          registration  statement shall  be deemed  to be  a new  registration
          statement  relating  to  the  securities offered  therein,  and  the
          offering  of such securities at that time  shall be deemed to be the
          initial bona fide offering thereof.

     (c)  Insofar  as   indemnification  for  liabilities  arising  under  the
          Securities  Act  may  be   permitted  to  directors,  officers,  and
          controlling  persons of  the  registrant pursuant  to the  foregoing
          provisions, or otherwise,  the registrant has  been advised that  in
          the opinion of the SEC such indemnification is against public policy
          as expressed in the Securities Act and is, therefore, unenforceable.
          In  the  event  that  a  claim  for  indemnification  against   such
          liabilities (other  than the payment  by the registrant  of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant  in  the  successful  defense  of  any  action,  suit  or
          proceeding) is  asserted by  such director, officer,  or controlling
          person  in  connection with  the  securities  being registered,  the
          registrant will, unless in the opinion of its counsel the matter has
          been  settled  by  controlling  precedent,  submit  to  a  court  of
          appropriate  jurisdiction the question  whether such indemnification
          by it is  against public policy  as expressed in the  Securities Act
          and will be governed by the final adjudication of such issue.



























                                       8








                                    <PAGE>


                                  SIGNATURES

Pursuant to the requirements of the Securities Act,  the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California, on February 2,
1996.

                                   PACIFIC TELESIS GROUP


                                   By: /s/ William E. Downing
                                   ----------------------------------
                                       William E. Downing, 
                                       Executive Vice President, 
                                       Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.


/s/ Philip J. Quigley*
-----------------------
Philip J. Quigley             Chairman of the Board,    February 2, 1996
                              President and Chief 
                              Executive Officer

/s/ William E. Downing
------------------------
William E. Downing            Executive Vice President,    February 2, 1996
                              Chief Financial Officer 
                              and Treasurer


------------------------
Gilbert F. Amelio             Director

/s/ William P. Clark*
------------------------
William P. Clark              Director            February 2, 1996

/s/ Herman E. Gallegos*
------------------------
Herman E. Gallegos            Director            February 2, 1996

/s/ Frank C. Herringer*
-------------------------
Frank C. Herringer            Director            February 2, 1996

/s/ Mary S. Metz*
-------------------------
Mary S. Metz                  Director            February 2, 1996


                                       9








                                    <PAGE>



/s/ Lewis E. Platt*
-------------------------
Lewis E. Platt                Director            February 2, 1996

/s/ Toni Rembe*
-------------------------
Toni Rembe                    Director            February 2, 1996

/s/ S. Donley Ritchey*
-------------------------
S. Donley Ritchey             Director            February 2, 1996

/s/ Richard M. Rosenberg*
--------------------------
Richard M. Rosenberg          Director            February 2, 1996


* By: /s/ William E. Downing
------------------------------
William E. Downing, Attorney-in-fact



































                                      10








                                    <PAGE>


                                  SIGNATURES

 Pursuant to the requirements of the Securities Act, the Plan has duly caused
this registration  statement to be  signed on  its behalf by  the undersigned,
thereunto duly authorized, in the City of San  Francisco, State of California,
on February 2, 1996.



                                   PACIFIC TELESIS GROUP SUPPLEMENTAL
                                   RETIREMENT AND SAVINGS PLAN FOR
                                   SALARIED EMPLOYEES

                                   By:  Pacific Telesis Group,
                                        Plan Administrator



                                   By: /s/ William E. Downing
                                   -----------------------------------
                                      William E. Downing, Executive
                                      Vice President, Chief Financial
                                      Officer and Treasurer

































                                      11








                                    <PAGE>


                                 EXHIBIT INDEX



Exhibit
Number    Description
--------  ------------

  4a      Rights  Agreement,  dated  as  of September  22,  1989,  between the
          Corporation and  The First  National  Bank of  Boston, as  successor
          Rights Agent, which includes as Exhibit B thereto the form of Rights
          Certificate. (Incorporated herein  by reference to Exhibits  1 and 2
          to Form SE filed September 25, 1989 as part of Form 8-A, File No. 
          1-8609.)

  5       Opinion  of R. W. Odgers,  Executive Vice President, General Counsel
          and Secretary of the Corporation.

  15      Letter regarding unaudited interim financial information.

  23a     Consent of Coopers & Lybrand L.L.P.

  23b     Consent of R. W. Odgers (included in Exhibit 5).

  24      Powers of  Attorney executed  by officers  and directors who  signed
          this registration statement.






























                                      12
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{"company-data": {"conformed-name": "PACIFIC TELESIS GROUP", "cik": "0000732716", "assigned-sic": "4813", "irs-number": "942919931", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00677", "film-number": "96510925"}, "business-address": {"street1": "130 KEARNY ST STE 3002", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4153943000"}}
As filed with the Securities and Exchange Commission on February 2, 1996
                                                       Registration No.       
============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           ------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                           ------------------------

                             PACIFIC TELESIS GROUP

A Nevada corporation                         I.R.S.Employer No. 94-2919931

                               130 Kearny Street
                        San Francisco, California 94108
                        Telephone Number (415) 394-3000
                            ----------------------

                             PACIFIC TELESIS GROUP
                   SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
                            FOR SALARIED EMPLOYEES

                            ----------------------

                               Agent for Service

                              William E. Downing
                           Executive Vice President
                     Chief Financial Officer and Treasurer
                             Pacific Telesis Group
                               130 Kearny Street
                        San Francisco, California 94108
                        Telephone Number (415) 394-3000

                            ----------------------

                 Please send copies of all communications to:

                        Duane G. Henry, Senior Counsel
                           Jamie E. Chung, Attorney
                          Pacific Telesis Legal Group
                               130 Kearny Street
                        San Francisco, California 94108

                             ---------------------

                                       1
CALCULATION OF REGISTRATION FEE
===========================================================================
                                   Proposed      Proposed
 Title of                           maximum      maximum
Securities          Amount         offering     aggregate      Amount of
   to be            to be            price       offering     registration
registered      registered(1)    per share(2)    price(2)        fee(2)
---------------------------------------------------------------------------
Pacific Telesis
Group Common
Stock-par value
$.10 per share(3) 10,400,000      $28.75     $178,250,000.00   $61,465.52
===========================================================================

(1)  Represents the estimated  number of  shares that may  be acquired by  the
     Trustee  under  the Pacific  Telesis  Group  Supplemental Retirement  and
     Savings  Plan for Salaried Employees  (the "Plan") and  under the related
     leveraged  employee stock  ownership plan  ("LESOP").   Pursuant to  Rule
     416(a), this registration statement also covers such indeterminate number
     of additional  shares of  Common Stock as  is necessary to  eliminate any
     dilutive  effect of  any future  stock split,  stock dividend  or similar
     transaction.  Pursuant  to Rule 416(c), this  registration statement also
     covers  an  indeterminate  amount of  interests  to  be  offered or  sold
     pursuant to the Plan.

(2)  Estimated in accordance with  Rule 457(c) and (h), solely for purposes of
     calculating the registration fee, on the basis of the average of the high
     and  low sales prices of  New York Stock  Exchange Composite Transactions
     (as reported in the Wall  Street Journal) on January  26, 1996.  The  fee
     was computed based on  6,200,000 shares.  An additional  4,200,000 shares
     registered hereby  will be allocated  to participants  LESOP  accounts by
     their employing company  as matching shares  without receipt of  separate
     cash consideration.

(3)  Including associated Preferred Stock purchase rights.

                           -------------------------

Prospectus referred to herein  also relates to Registration Statement  No. 33-
18128 pursuant to Rule 429.

                                       2
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following documents  have  been  filed  by  Pacific  Telesis  Group  (the
"Corporation") with  the Securities  and Exchange  Commission ("SEC")  and are
incorporated herein by reference:

     (a)  The  Corporation s annual  report on  Form 10-K  for the  year ended
          December 31, 1994;

     (b)  The  Plan s  annual  report   on  Form  11-K  for  the   year  ended
          December 31, 1994;

     (c)  The Corporation s  quarterly report  on Form  10-Q for  the quarters
          ended March 31, June 30 and September 30, 1995;

     (d)  The  Corporation s current  reports on  Form  8-K, dates  of reports
          April 19, 1995, September 7, 1995, November 17,  1995 and January 4,
          1996;

     (e)  The description of the Corporation s Common Stock which is contained
          in its registration statement on Form  10 (File No. 1-8609) filed on
          November  16,  1983 pursuant  to  Section  12(b) of  the  Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), including any
          subsequent amendment  or report filed  for the  purpose of  updating
          such description.

All documents  filed pursuant  to Sections  13(a), 13(c), 14  or 15(d)  of the
Exchange  Act subsequent to  the date of this  registration statement shall be
deemed to  be incorporated by reference in  this registration statement and to
be part  hereof from  the date  of filing of  such documents.   Any  statement
contained in a document incorporated or deemed to be incorporated by reference
herein  shall be  deemed to  be modified  or superseded  for purposes  of this
registration statement to the  extent that a statement contained herein  or in
any other  subsequently  filed document  which  also is  or  is deemed  to  be
incorporated by reference herein or in any prospectus or prospectus supplement
modifies or  supersedes such  statement.   Any such statement  so modified  or
superseded  shall  not be  deemed, except  as  so modified  or  superseded, to
constitute a part of this registration statement.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the  shares and all legal matters in connection  with the Plan
have been passed upon for the Corporation by R. W. Odgers, Esq., its Executive
Vice  President, General  Counsel  and Secretary.   As  of December  31, 1995,
Mr. Odgers beneficially owned or had an interest in approximately 2,182 shares
of  the Corporation s  Common Stock.   As  of the  same date,  Mr. Odgers held
options and/or stock appreciation  rights with respect to 70,000 shares of the
Corporation s Common Stock.

                                       3
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  78.037  of the  Nevada Revised  Statutes  ("N.R.S.") provides  that a
Nevada corporation s articles may contain a  provision eliminating or limiting
the personal  liability of  a director  or officer to  the corporation  or its
stockholders for damages for breach of fiduciary duty but may not eliminate or
limit liability for acts or omissions involving intentional misconduct, fraud,
a  knowing  violation  of the  law  or  illegal  payment  of dividends.    The
Corporation s Articles of Incorporation  ("Articles") contain such a provision
and therefore any lawsuits involving monetary damages would be subject to this
limitation.  There is no such limitation in actions for equitable relief.

With  respect  to lawsuits  not thus  limited  by the  Corporation s Articles,
N.R.S.  Section  78.751  specifies  the  circumstances  under  which a  Nevada
corporation  may indemnify a director, officer, employee or agent.  Generally,
such  person must have acted in good faith and in a manner reasonably believed
to be in, or  not opposed to, the best interests of  the corporation, and with
respect to any criminal action  or proceeding, such person must also  have had
no  reasonable cause  to believe  his or  her conduct  was  unlawful.   In any
proceeding by or  in the right  of the corporation where  there is a  judgment
against such  person, indemnification may be made if such person acted in good
faith, in a manner which he or she reasonably believed to be in or not opposed
to  the  best interests  of  the  corporation and  was  not  found liable  for
negligence  or  misconduct in  the performance  of his  or  her duties  to the
corporation.  However, indemnification  may be had even  where the person  has
been adjudged to be liable for  negligence or misconduct in the performance of
his  or her  duties if  the  court in  which the  action or  suit  was brought
determines  upon application that despite the adjudication of liability but in
view  of all  of the  circumstances of  the  case, such  person is  fairly and
reasonably entitled to  indemnity for such expenses as the court deems proper.
Where the director, officer,  employee or agent successfully defends  any such
civil or criminal proceeding, indemnification is required.

                                       4
The Corporation s Articles provide that it shall indemnify any person who  was
or is a  party or is threatened to be made  a party to any threatened, pending
or   completed  action,   suit   or  proceeding,   whether  civil,   criminal,
administrative or investigative, by reason of the fact that such  person is or
was  a director or  officer of the  Corporation, or is  or was serving  at the
request  of  the Corporation  as  a director,  officer,  employee or  agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a fiduciary  of an employee benefit plan of the  Corporation or of a wholly
owned  subsidiary corporation,  against expenses  incurred in  connection with
such action,  suit or proceeding, including attorneys   fees, judgments, fines
and amounts  paid in settlement, to the extent not prohibited by law, state or
federal.  Expenses  incurred in defending any such  proceeding may be advanced
by  the Corporation  prior to the  final disposition  of such  action, suit or
proceeding upon receipt of an undertaking to repay such amount unless it shall
be  determined  ultimately  that the  person  is  entitled  to be  indemnified
thereunder.   The Articles  further provide that  these provisions  may not be
repealed or amended  without the affirmative  vote of at  least sixty-six  and
two-thirds percent  (66-2/3%) of the  voting power of  the shares entitled  to
vote thereon.

The  Corporation s   Articles  also   contain  a  provision   authorizing  the
Corporation to  enter into  indemnity agreements (the  "Indemnity Agreements")
with  each of the  Corporation s directors and  officers.  The  Articles state
that such agreements shall  provide that the Corporation shall  indemnify (and
advance  expenses  to)  the indemnitee  to  the  fullest  extent permitted  by
applicable law, no  later than 30 days after  a written request has  been made
therefor, against all expenses, judgments, fines, penalties,  excise taxes and
amounts paid in settlement for claims with respect to events  relating to such
person s service  with or for the  Corporation, and that in  any proceeding to
enforce  the obligation to indemnify  such person, the  Corporation shall have
the  burden  to establish  that such  indemnification is  prohibited; provided
however, that such agreements  shall exclude indemnification if a  judgment or
other final adjudication adverse to the indemnitee established (a) that his or
her  acts  were committed  in  bad  faith or  were  the  result of  deliberate
dishonesty, or  (b) that he  or she in  fact gained  a financial advantage  to
which  he or she was  not legally entitled,  in which event the  amount of the
indemnification shall be  reduced by  the amount of  such financial  advantage
gained.   The Corporation  has entered into Indemnity  Agreements with each of
its directors and executive officers as provided in this Article.

The  directors  and  officers of  the  Corporation  are  covered by  insurance
policies  indemnifying   against   certain  liabilities,   including   certain
liabilities  arising under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act") which  might  be incurred  by them  in such  capacities and
against  which they  cannot be  indemnified  by the  Corporation.   Subject to
certain exceptions,  the Indemnity Agreements obligate the  Corporation to use
its  best  efforts to  purchase and  maintain  in effect  such  insurance with
coverage no less favorable than that presently provided.

                                       5
The  Indemnity  Agreements  also   provide  that  if  the  Corporation   shall
discontinue any of its existing policies of directors  and officers  liability
insurance or limit the scope or the  amount of the coverages thereunder, or if
such policies  or coverages shall become  unavailable in whole or  in part for
any  reason, then  the  Corporation  will  hold  harmless  and  indemnify  the
indemnitee  to the full extent of the  coverage which would have been provided
if such insurance had been maintained.

Item 8.   EXHIBITS.

Exhibit
Number    Description
--------  ------------

  4a      Rights  Agreement,  dated as  of  September  22, 1989,  between  the
          Corporation and  The  First National  Bank of  Boston, as  successor
          Rights Agent, which includes as Exhibit B thereto the form of Rights
          Certificate. (Incorporated herein by  reference to Exhibits 1 and  2
          to Form SE filed September 25, 1989 as part of Form 8-A, File No. 
          1-8609.)

  5       Opinion of R.  W. Odgers, Executive Vice President,  General Counsel
          and Secretary of the Corporation.

  15      Letter regarding unaudited interim financial information.

  23a     Consent of Coopers & Lybrand L.L.P.

  23b     Consent of R. W. Odgers (included in Exhibit 5).

  24      Powers of  Attorney executed  by officers and  directors who  signed
          this registration statement.

                                       6
Item 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period  in which offers or sales are  being
               made,  a   post-effective   amendment  to   this   registration
               statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus  any facts or events arising
                     after the effective date  of this registration  statement
                     (or  the most  recent  post-effective amendment  thereof)
                     which,  individually or  in  the  aggregate, represent  a
                     fundamental change  in the  information set forth  in the
                     registration statement;

               (iii) To include  any material information with  respect to the
                     plan  of  distribution  not previously  disclosed  in the
                     registration statement  or  any material  change to  such
                     information in the registration statement;

          Provided, however,  that paragraphs (a)(1)(i) and  (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or  Form S-8, and
          the  information  required  to   be  included  in  a  post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or  furnished to the SEC by  the registrant pursuant to section
          13 or  section 15(d) of  the Exchange Act  that are incorporated  by
          reference in the registration statement.

          (2) That, for  the purpose of  determining any  liability under  the
              Securities  Act,  each such  post-effective  amendment  shall be
              deemed to  be  a  new registration  statement  relating  to  the
              securities offered therein, and  the offering of such securities
              at  that  time  shall be  deemed  to  be the  initial  bona fide
              offering thereof.

          (3) To  remove  from  registration  by  means  of  a  post-effective
              amendment any  of the  securities being registered  which remain
              unsold at the termination of the offering.

                                       7
(b)  The undersigned  registrant hereby undertakes that,  for purposes of
          determining any liability  under the Securities Act,  each filing of
          the registrant s annual report pursuant to  section 13(a) or section
          15(d) of the Exchange Act (and, where applicable,  each filing of an
          employee benefit plan s  annual report pursuant to section  15(d) of
          the  Exchange  Act)   that  is  incorporated  by  reference  in  the
          registration  statement shall  be deemed  to be  a new  registration
          statement  relating  to  the  securities offered  therein,  and  the
          offering  of such securities at that time  shall be deemed to be the
          initial bona fide offering thereof.

     (c)  Insofar  as   indemnification  for  liabilities  arising  under  the
          Securities  Act  may  be   permitted  to  directors,  officers,  and
          controlling  persons of  the  registrant pursuant  to the  foregoing
          provisions, or otherwise,  the registrant has  been advised that  in
          the opinion of the SEC such indemnification is against public policy
          as expressed in the Securities Act and is, therefore, unenforceable.
          In  the  event  that  a  claim  for  indemnification  against   such
          liabilities (other  than the payment  by the registrant  of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant  in  the  successful  defense  of  any  action,  suit  or
          proceeding) is  asserted by  such director, officer,  or controlling
          person  in  connection with  the  securities  being registered,  the
          registrant will, unless in the opinion of its counsel the matter has
          been  settled  by  controlling  precedent,  submit  to  a  court  of
          appropriate  jurisdiction the question  whether such indemnification
          by it is  against public policy  as expressed in the  Securities Act
          and will be governed by the final adjudication of such issue.

                                       8
SIGNATURES

Pursuant to the requirements of the Securities Act,  the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California, on February 2,
1996.

                                   PACIFIC TELESIS GROUP

                                   By: /s/ William E. Downing
                                   ----------------------------------
                                       William E. Downing, 
                                       Executive Vice President, 
                                       Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.

/s/ Philip J. Quigley*
-----------------------
Philip J. Quigley             Chairman of the Board,    February 2, 1996
                              President and Chief 
                              Executive Officer

/s/ William E. Downing
------------------------
William E. Downing            Executive Vice President,    February 2, 1996
                              Chief Financial Officer 
                              and Treasurer

------------------------
Gilbert F. Amelio             Director

/s/ William P. Clark*
------------------------
William P. Clark              Director            February 2, 1996

/s/ Herman E. Gallegos*
------------------------
Herman E. Gallegos            Director            February 2, 1996

/s/ Frank C. Herringer*
-------------------------
Frank C. Herringer            Director            February 2, 1996

/s/ Mary S. Metz*
-------------------------
Mary S. Metz                  Director            February 2, 1996

                                       9
/s/ Lewis E. Platt*
-------------------------
Lewis E. Platt                Director            February 2, 1996

/s/ Toni Rembe*
-------------------------
Toni Rembe                    Director            February 2, 1996

/s/ S. Donley Ritchey*
-------------------------
S. Donley Ritchey             Director            February 2, 1996

/s/ Richard M. Rosenberg*
--------------------------
Richard M. Rosenberg          Director            February 2, 1996

* By: /s/ William E. Downing
------------------------------
William E. Downing, Attorney-in-fact

                                      10
SIGNATURES

 Pursuant to the requirements of the Securities Act, the Plan has duly caused
this registration  statement to be  signed on  its behalf by  the undersigned,
thereunto duly authorized, in the City of San  Francisco, State of California,
on February 2, 1996.

                                   PACIFIC TELESIS GROUP SUPPLEMENTAL
                                   RETIREMENT AND SAVINGS PLAN FOR
                                   SALARIED EMPLOYEES

                                   By:  Pacific Telesis Group,
                                        Plan Administrator

                                   By: /s/ William E. Downing
                                   -----------------------------------
                                      William E. Downing, Executive
                                      Vice President, Chief Financial
                                      Officer and Treasurer

                                      11
EXHIBIT INDEX

Exhibit
Number    Description
--------  ------------

  4a      Rights  Agreement,  dated  as  of September  22,  1989,  between the
          Corporation and  The First  National  Bank of  Boston, as  successor
          Rights Agent, which includes as Exhibit B thereto the form of Rights
          Certificate. (Incorporated herein  by reference to Exhibits  1 and 2
          to Form SE filed September 25, 1989 as part of Form 8-A, File No. 
          1-8609.)

  5       Opinion  of R. W. Odgers,  Executive Vice President, General Counsel
          and Secretary of the Corporation.

  15      Letter regarding unaudited interim financial information.

  23a     Consent of Coopers & Lybrand L.L.P.

  23b     Consent of R. W. Odgers (included in Exhibit 5).

  24      Powers of  Attorney executed  by officers  and directors who  signed
          this registration statement.

                                      12