PACIFIC BELL

THIS IS A REGISTRATION ISSUED PURSUANT TO THE OPINIONS OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA IN UNITED STATES V. WESTERN ELECTRIC CO., INC., CIVIL ACTION NO. 82-0192, DATED JULY 8, 1983, AND FEBRUARY 6, 1984, AND SECTION 2(D) OF THE LANHAM ACT, 15 U.S.C. SECTION 1052(D). BECAUSE REGISTRANT SHARES THE COMMON HERITAGE OF RIGHTS AND RELATED GOODWILL IN THE "BELL" ELEMENT OF THE ABOVE-REFERENCED COMPOSITE MARKS WITH OTHER FORMER MEMBERS OF THE BELL SYSTEM, REGISTRANT'S RIGHT TO EXCLUSIVE USE OF THE "BELL" ELEMENT OF SUCH COMPOSITE MARKS IS SUBJECT TO THE CONCURRENT RIGHTS WHICH THE FOLLOWING COMPANIES HAVE IN THE "BELL" MARK AS SPECIFIED IN THE OPINIONS OF THE UNITED STATES DISTRICT COURT AS CITED ABOVE; AMERICAN INFORMATION TECHNOLOGIES CORPORATION, 30 SOUTH WACKER DRIVE, CHICAGO, IL 60606; BELL ATLANTIC CORPORATION, 1310 NORTH COURTHOUSE ROAD, ARLINGTON, VA 22201; BELLSOUTH CORPORATION, 1155 PEACHTREE STREET, N.E. ATLANTA, GA 30367; CINCINNATI BELL, INC., 201 EAST FOURTH STREET, CINCINNATI, OH 45202; NYNEX CORPORATION, 1113 WESTCHESTER AVENUE, WHITE PLAINS, NY 10604; PACIFIC TELESIS GROUP, 130 KEARNY STREET, SAN FRANCISCO, CA 94108; THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY, 227 CHURCH STREET, NEW HAVEN, CT 06506; SOUTHWESTERN BELL CORPORATION, ONE BELL CENTER, ST. LOUIS, MO 63101; AND U S WEST, INC., 6200 SOUTH QUEBEC ROAD, ENGLEWOOD, CO 80111.

AS TO THE WORD "PACIFIC"