<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION     Registration  No.
                            Washington, D. C. 20549          33-        - also
                                                             applies to Regis-
                                ---------------              tration  Nos. 33-
                                                             9307 and 33-38707
                                   FORM S-8                  pursuant to  Rule
                                                             429   under   the
                            REGISTRATION STATEMENT           Securities Act of
                                                             1933 as  amended.
                                     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
                           1994 STOCK INCENTIVE PLAN

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

                               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
                      Elizabeth K. Roemer, Senior Counsel
                             Pacific Telesis Group
                               130 Kearny Street
                        San Francisco, California 94108

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

                        CALCULATION OF REGISTRATION FEE
===========================================================================
 Title of Each                       Proposed     Proposed
    Class of                         Maximum       Maximum
  Securities              Amount     Offering     Aggregate      Amount of
    to be                 to be       Price       Offering     Registration
  Registered            Registered   Per Unit(2)   Price(2)         Fee
- ---------------------------------------------------------------------------
Pacific Telesis
  Group Common
  Stock-par value
  $.10 per share(1).. 8,000,000 shs.   $30.4375   $243,500,000  $83,965.52
===========================================================================

(1)  Including associated Preferred Stock purchase rights

(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 sale prices of New York Stock Exchange Composite Transactions (as
     reported in the Wall Street Journal) on June 27, 1994.

                                ---------------
    Prospectus referred to herein also relates to Registration Nos. 33-9307
                       and 33-38707 pursuant to Rule 429.








                                    <PAGE>

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information required  by Part  I  to be  contained in  the Section  10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule  428 under  the Securities  Act of 1933  and the  Note to  Part I of
     Form S-8.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents  have been filed by the Corporation  with the SEC
(File No. 1-8609) and are incorporated herein by reference:

     (1)  The Corporation's Annual Report on Form 10-K for the year 1993.

     (2)  The Corporation's  Quarterly Report  on Form  10-Q  for the  quarter
          ended March 31, 1994.

     (3)  The  Corporation's  Current  Report  on  Form  8-K,  date of  report
          April 1, 1994.

     (4)  The description of  the Corporation's Common Stock  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 (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.

     Copies of  the above-reference  documents  (other than  exhibits) may  be
obtained upon  request without charge from the Corporation's Investor Services
office,  130  Kearny  Street,  Suite 2926,  San  Francisco,  California  94108
(telephone number (415) 394-3078).

Item 4.  Description of Securities

     The  Corporation's Common  Stock is  registered under  Section 12  of the
Exchange Act.

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 External  Affairs.   As  of
April 30,   1994,  Mr.  Odgers  beneficially  owned  or  had  an  interest  in
approximately 1733 Pacific Telesis Group shares.   In addition, as of the same
date, Mr. Odgers  had been  granted options and/or  stock appreciation  rights
with respect to 88,000 Pacific Telesis Group shares.










                                       2








                                    <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.

     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  Article states
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 officers as provided in this Article.



                                       3








                                    <PAGE>


     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, 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.

     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 7.  Exemption from Registration Claimed

     No restricted securities are  being reoffered or resold pursuant  to this
registration statement.

Item 8.  Exhibits

     Exhibits  identified  in parentheses  below, on  file  with the  SEC, are
incorporated by reference as exhibits hereto.

   Exhibits
   Number                            Description
   --------                          -----------

     4a     Articles  of Incorporation  of Pacific  Telesis Group,  as amended
            June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).

     4b     By-Laws of Pacific  Telesis Group, as  amended September 24,  1993
            (Exhibit   3b  to  Registration   Statement  No.  33-50897,  filed
            November 2, 1993).

     4c     Rights Agreement,  dated as of September 22, 1989, between Pacific
            Telesis  Group and The First National Bank of Boston, as successor
            Rights  Agent, which  includes as  Exhibit B  thereto the  form of
            Rights  Certificate   (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 External Affairs of Pacific Telesis Group.

     15     Letter re unaudited interim financial information.

     23a    Consent of Coopers & Lybrand.

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

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

     The Corporation will furnish to a  security holder upon request a copy of
any Exhibit at cost.

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 of 1933;







                                       4








                                    <PAGE>


                (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  Commission by the  registrant pursuant to
          section 13  or section 15(d) of the  Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

          (2)  That, for  the purpose of  determining any liability  under the
     Securities  Act of  1933,  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.

     (b)  The undersigned  registrant hereby undertakes that,  for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to section 13(a) or section 15(d)  of the
Securities  Exchange Act  of  1934 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  of  1933  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
Securities  and Exchange  Commission  such indemnification  is against  public
policy as expressed in the 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 Act and will be governed by the final adjudication
of such issue.




















                                       5








                                    <PAGE>


                                   SIGNATURES


Pursuant to  the requirements of  the Securities  Act of 1933,  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 the 1st  day
of July, 1994.


     PACIFIC TELESIS GROUP



     William E. Downing
     Executive Vice President,
     Chief Financial Officer & Treasurer

Pursuant to the requirements of the  Securities Act of 1933, this registration
statement has  been signed by the  following persons in the  capacities and on
the dates indicated.

     Philip J. Quigley,* Chairman of the Board, President
                  and Chief Executive Officer

     William E. Downing,* Executive Vice President,
                  Chief Financial Officer & Treasurer

     Eugene O. Laico,* Controller

     William P. Clark,* Director

     Herman Gallegos,* Director

     Donald E. Guinn,* Director

     Frank S. Herringer,* Director

     Ivan J. Houston,* Director

     Mary S. Metz,* Director

     Lewis E. Platt,* Director

     Toni Rembe,* Director

     S. Donley Ritchey,* Director

     Richard M. Rosenberg,* Director




* BY
     W. E. Downing, Attorney-in-fact

DATE:  July 1, 1994
















                                       6








                                    <PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibits   identified  in  parentheses  below,  on  file  with  the  SEC,  are
incorporated herein by  reference as exhibits hereto.  All  other exhibits are
provided as part of the electronic transmission.

   Exhibits
   Number                            Description
   --------                          -----------

     4a     Articles  of Incorporation  of Pacific  Telesis Group,  as amended
            June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).

     4b     By-Laws of  Pacific Telesis Group,  as amended September  24, 1993
            (Exhibit  3b   to  Registration  Statement  No.   33-50897,  filed
            November 2, 1993).

     4c     Rights Agreement, dated as of September 22,  1989, between Pacific
            Telesis  Group and The First National Bank of Boston, as successor
            Rights  Agent, which  includes as  Exhibit B  thereto the  form of
            Rights  Certificate   (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 External Affairs of Pacific Telesis Group.

     15     Letter re unaudited interim financial information.

     23a    Consent of Coopers & Lybrand.

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

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








































                                       7
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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": "033-54421", "film-number": "94537602"}, "business-address": {"street1": "130 KEARNY ST STE 3002", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4153943000"}}
SECURITIES AND EXCHANGE COMMISSION     Registration  No.
                            Washington, D. C. 20549          33-        - also
                                                             applies to Regis-
                                ---------------              tration  Nos. 33-
                                                             9307 and 33-38707
                                   FORM S-8                  pursuant to  Rule
                                                             429   under   the
                            REGISTRATION STATEMENT           Securities Act of
                                                             1933 as  amended.
                                     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
                           1994 STOCK INCENTIVE PLAN

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

                               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
                      Elizabeth K. Roemer, Senior Counsel
                             Pacific Telesis Group
                               130 Kearny Street
                        San Francisco, California 94108

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

                        CALCULATION OF REGISTRATION FEE
===========================================================================
 Title of Each                       Proposed     Proposed
    Class of                         Maximum       Maximum
  Securities              Amount     Offering     Aggregate      Amount of
    to be                 to be       Price       Offering     Registration
  Registered            Registered   Per Unit(2)   Price(2)         Fee
- ---------------------------------------------------------------------------
Pacific Telesis
  Group Common
  Stock-par value
  $.10 per share(1).. 8,000,000 shs.   $30.4375   $243,500,000  $83,965.52
===========================================================================

(1)  Including associated Preferred Stock purchase rights

(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 sale prices of New York Stock Exchange Composite Transactions (as
     reported in the Wall Street Journal) on June 27, 1994.

                                ---------------
    Prospectus referred to herein also relates to Registration Nos. 33-9307
                       and 33-38707 pursuant to Rule 429.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information required  by Part  I  to be  contained in  the Section  10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule  428 under  the Securities  Act of 1933  and the  Note to  Part I of
     Form S-8.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents  have been filed by the Corporation  with the SEC
(File No. 1-8609) and are incorporated herein by reference:

     (1)  The Corporation's Annual Report on Form 10-K for the year 1993.

     (2)  The Corporation's  Quarterly Report  on Form  10-Q  for the  quarter
          ended March 31, 1994.

     (3)  The  Corporation's  Current  Report  on  Form  8-K,  date of  report
          April 1, 1994.

     (4)  The description of  the Corporation's Common Stock  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 (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.

     Copies of  the above-reference  documents  (other than  exhibits) may  be
obtained upon  request without charge from the Corporation's Investor Services
office,  130  Kearny  Street,  Suite 2926,  San  Francisco,  California  94108
(telephone number (415) 394-3078).

Item 4.  Description of Securities

     The  Corporation's Common  Stock is  registered under  Section 12  of the
Exchange Act.

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 External  Affairs.   As  of
April 30,   1994,  Mr.  Odgers  beneficially  owned  or  had  an  interest  in
approximately 1733 Pacific Telesis Group shares.   In addition, as of the same
date, Mr. Odgers  had been  granted options and/or  stock appreciation  rights
with respect to 88,000 Pacific Telesis Group shares.

                                       2
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.

     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  Article states
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 officers as provided in this Article.

                                       3
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, 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.

     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 7.  Exemption from Registration Claimed

     No restricted securities are  being reoffered or resold pursuant  to this
registration statement.

Item 8.  Exhibits

     Exhibits  identified  in parentheses  below, on  file  with the  SEC, are
incorporated by reference as exhibits hereto.

   Exhibits
   Number                            Description
   --------                          -----------

     4a     Articles  of Incorporation  of Pacific  Telesis Group,  as amended
            June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).

     4b     By-Laws of Pacific  Telesis Group, as  amended September 24,  1993
            (Exhibit   3b  to  Registration   Statement  No.  33-50897,  filed
            November 2, 1993).

     4c     Rights Agreement,  dated as of September 22, 1989, between Pacific
            Telesis  Group and The First National Bank of Boston, as successor
            Rights  Agent, which  includes as  Exhibit B  thereto the  form of
            Rights  Certificate   (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 External Affairs of Pacific Telesis Group.

     15     Letter re unaudited interim financial information.

     23a    Consent of Coopers & Lybrand.

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

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

     The Corporation will furnish to a  security holder upon request a copy of
any Exhibit at cost.

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 of 1933;

                                       4
(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  Commission by the  registrant pursuant to
          section 13  or section 15(d) of the  Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

          (2)  That, for  the purpose of  determining any liability  under the
     Securities  Act of  1933,  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.

     (b)  The undersigned  registrant hereby undertakes that,  for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to section 13(a) or section 15(d)  of the
Securities  Exchange Act  of  1934 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  of  1933  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
Securities  and Exchange  Commission  such indemnification  is against  public
policy as expressed in the 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 Act and will be governed by the final adjudication
of such issue.

                                       5
SIGNATURES

Pursuant to  the requirements of  the Securities  Act of 1933,  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 the 1st  day
of July, 1994.

     PACIFIC TELESIS GROUP

     William E. Downing
     Executive Vice President,
     Chief Financial Officer & Treasurer

Pursuant to the requirements of the  Securities Act of 1933, this registration
statement has  been signed by the  following persons in the  capacities and on
the dates indicated.

     Philip J. Quigley,* Chairman of the Board, President
                  and Chief Executive Officer

     William E. Downing,* Executive Vice President,
                  Chief Financial Officer & Treasurer

     Eugene O. Laico,* Controller

     William P. Clark,* Director

     Herman Gallegos,* Director

     Donald E. Guinn,* Director

     Frank S. Herringer,* Director

     Ivan J. Houston,* Director

     Mary S. Metz,* Director

     Lewis E. Platt,* Director

     Toni Rembe,* Director

     S. Donley Ritchey,* Director

     Richard M. Rosenberg,* Director

* BY
     W. E. Downing, Attorney-in-fact

DATE:  July 1, 1994

                                       6
EXHIBIT INDEX
                                 -------------

Exhibits   identified  in  parentheses  below,  on  file  with  the  SEC,  are
incorporated herein by  reference as exhibits hereto.  All  other exhibits are
provided as part of the electronic transmission.

   Exhibits
   Number                            Description
   --------                          -----------

     4a     Articles  of Incorporation  of Pacific  Telesis Group,  as amended
            June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).

     4b     By-Laws of  Pacific Telesis Group,  as amended September  24, 1993
            (Exhibit  3b   to  Registration  Statement  No.   33-50897,  filed
            November 2, 1993).

     4c     Rights Agreement, dated as of September 22,  1989, between Pacific
            Telesis  Group and The First National Bank of Boston, as successor
            Rights  Agent, which  includes as  Exhibit B  thereto the  form of
            Rights  Certificate   (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 External Affairs of Pacific Telesis Group.

     15     Letter re unaudited interim financial information.

     23a    Consent of Coopers & Lybrand.

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

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

                                       7