Pacific Telesis Group – ‘DEF 14A’ for 12/31/93 – EX-99.B

As of:  Friday, 3/11/94   ·   For:  12/31/93   ·   Accession #:  732716-94-2   ·   File #:  1-08609

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     1994 Definitive Proxy Statement                      142    505K 
 2: EX-99.A     Proxy Card                                             5     13K 
 3: EX-99.B     Proxy Voting Instruction Card                          3      8K 

EX-99.B   —   Proxy Voting Instruction Card

EX-99.B
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                                                         PACIFIC*TELESIS
                                               Group

PROXY/VOTING INSTRUCTION CARD                                                   

This proxy is solicited on behalf of the Board of Directors for the   
Annual Meeting on April 29, 1994.   

The  undersigned hereby appoints Philip  J. Quigley, William  E. Downing and    
Richard W.  Odgers, and  each of them,  as proxies,  each with the  power to    
appoint his substitute, and  hereby authorizes them to represent and to vote    
as designated herein all the shares of Common Stock of Pacific Telesis Group    
held of  record by  the  undersigned on  February 28,  1994,  at the  Annual    
Meeting of Shareowners to be held at the Masonic Auditorium, 1111 California    
Street,  San Francisco, California, on April 29, 1994, at 10:00 a.m., or any    
adjournments  thereof, upon all subjects  that may properly  come before the    
meeting, including  the matters described  in the proxy  statement furnished    
herewith.  THIS PROXY, WHEN  PROPERLY EXECUTED, WILL BE VOTED IN  THE MANNER    
DIRECTED HEREIN BY  THE UNDERSIGNED  SHAREOWNER AND IN  ACCORDANCE WITH  THE    
DETERMINATION OF  THE NAMED PROXIES, AND  ANY OF THEM, ON  ANY OTHER MATTERS    
THAT MAY  PROPERLY COME BEFORE  THE MEETING.   IF THIS  PROXY IS  SIGNED AND    
RETURNED  AND NO DIRECTIONS ARE GIVEN, THIS  PROXY WILL BE VOTED "FOR" ITEMS    
A, B, AND C   AND "AGAINST" ITEMS D,  E, AND F SHOWN ON THE  REVERSE OF THIS    
CARD, AND IN ACCORDANCE WITH THE DETERMINATION OF THE NAMED PROXIES, AND ANY    
OF THEM, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.        

EX-99.B
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         X    Please mark votes as in example.
-------                           

               -----------------------------------------------------
                Directors recommend a vote "For"
               -----------------------------------------------------

Director Nominees are:                

                 H.  E. Gallegos,  P.  J. Quigley,  T.  Rembe and  S. D.
Ritchey                               

                         FOR    WITHHOLD
A.  Election of                   
All Directors             
                       -------  --------
FOR ALL                   
                   EXCEPT:         -----------------------------

                                 FOR    AGAINST    ABSTAIN
B.  Ratification                  
of Auditors               
                                 -------  --------  ----------

                                 FOR    AGAINST    ABSTAIN
C.  Approval                      
of Stock                  
Incentive                 
Plan                      
                                 -------  --------  ----------

EX-99.B
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              ----------------------------------------------------
                Directors recommend a vote "Against"
              ----------------------------------------------------

                                 FOR    AGAINST    ABSTAIN
D.  Eliminate the                 
Staggered Board           
                                -------  --------  ---------

                                 FOR    AGAINST    ABSTAIN
E.  Ceiling on                    
Executive                 
Salaries                  

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

                                 FOR    AGAINST    ABSTAIN
F.  Link CEO                      
Compensation              
to Corporate              
Performance               
                                -------  --------  ---------

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

           PLEASE  SIGN THIS PROXY AND RETURN IT PROMPTLY WHETHER OR NOT
           YOU PLAN TO ATTEND THE MEETING.  If signing for a corporation
           or  partnership,  or  as  an agent,  attorney  or  fiduciary,
indicate the capacity in which you are signing.   

    x _____________________________  Date ________________

    x _____________________________  Date ________________

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		4/29/94		1
Filed on:		3/11/94
		2/28/94		1
For Period End:		12/31/93							10-K,  10-K/A,  13F-E
									List all Filings