NEWSReport No. WT 97-2      WIRELESS TELECOM ACTION            January 31, 1997

        FCC GRANTS THE TRANSFER-OF-CONTROL APPLICATIONS FILED BY SBC
               COMMUNICATIONS, INC. AND PACIFIC TELESIS GROUP 
            Commission Completes Its Review of SBC/PacTel Merger

       The FCC has granted the transfer-of-control applications for certain FCC
authorizations filed by SBC Communications, Inc. (SBC) and Pacific Telesis Group (PacTel)
in connection with the proposed merger of SBC and PacTel.  The FCC found that the transfer
will serve the public interest, convenience, and necessity pursuant to Section 310(d) of the
Communications Act of 1934, as amended.

       The transfer involves authorizations for a variety of wireless facilities, including point-
to-point microwave stations (which PacTel subsidiaries use in the provision of local exchange
service and exchange access), and Personal Communications Services (PCS), Multi-Point
Distribution Service (MDS) and Instructional Television Fixed Service (ITFS) facilities that
PacTel subsidiaries use to provide wireless voice and wireless video services.  Under the
terms of the merger agreement, PacTel will merge with, and become, a wholly-owned
subsidiary of SBC.

       Several parties, including MCI, AT&T, and the Intelcom Group, Inc (ICG) filed
petitions to deny and comments arguing that the proposed transfer is not in the public interest
because it would harm local competition.  The FCC disagreed, finding that: the opponents of
the transfer failed to establish that the companies were likely to compete with one another for
local telephone service; the opponents of the transfer did not show how the transfer will
reduce competition; and the merger of SBC and PacTel will not create new dangers to
competition.

       Action by the Commission on January 31, 1997, by Memorandum Opinion and Order
(FCC 97-28).  Chairman Hundt, Commissioners Quello, Ness and Chong.

    -FCC-

News Media contact: Kara Palamaras at (202) 418-0654
Commercial Wireless Division contact:  John Berresford at (202) 418-1880