Exhibit 10g
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              ------------------------------------
                     AMERITECH CORPORATION
                  1999 STOCK OPTION AGREEMENT
                   WITH DIVIDEND EQUIVALENTS
              ------------------------------------


  Participant:        ___________________________________
  
  Number of Shares of Common Stock: _____________________
  
  Option Price:       ___________________________________
  
  Date of Agreement:  ___________________________________
  
  Option Becomes Exercisable:
  
                                                   No. of Shares
                Date                               Exercisable
  
  Prior to  _______________________                None
  On        _______________________                ______________
  On        _______________________                ______________
  On        _______________________                ______________
  
  Option Term Expiration Date: __________________________________
  
  
     1.    Grant.   In  accordance  with,  and  subject  to,  the
provisions of the Ameritech Corporation Long-Term Stock Incentive
Plan  (the "Plan"), Ameritech Corporation, a Delaware corporation
(the  "Company"),  hereby  grants to the above-named  participant
(the "Participant") a Non-Qualified Stock Option to purchase  the
number  of shares of Common Stock of the Company set forth  above
(the  "Option Shares") at a price per share equal to  the  option
price set forth above (the "Option Price").

     2.    Exercisability.   (a) General.   Except  as  otherwise
provided  in  this  paragraph 2, the Non-Qualified  Stock  Option
granted  by  this  Agreement (this "Option") shall  first  become
exercisable  on  the  date or dates set forth  above  as  to  the
respective number of Option Shares set forth opposite  each  such
date.

     (b)  Acceleration upon Change in Control.  This Option shall
become  exercisable  as  to all of the  Option  Shares  upon  the
occurrence of a Change in Control (as defined in the Plan).

     3.    Term  and  Termination of Option.  (a)  Normal  Option
Expiration.   Unless terminated earlier pursuant to  any  of  the
following provisions of this paragraph 3 or paragraph 6  of  this


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Agreement,  this Option shall expire on the date shown  above  as
the  Option  Term  Expiration Date (the "Option  Term  Expiration
Date").

     (b)  Retirement.  If the Participant's employment terminates
by  reason of any Retirement (as defined below) which constitutes
a  Qualifying Retirement (as defined below), then (i) any portion
of  this Option which is either exercisable as of the date of the
Participant's  Qualifying  Retirement,  or  which   will   become
exercisable, pursuant to the regular exercisability schedule  for
this  Option set forth above, within 120 days following the  date
of the Participant's Qualifying Retirement shall terminate on the
earlier  of  (A) the Option Term Expiration Date, or (B)  if  the
Participant  is  not  in  Corporate Resource  grade  5  (CR5)  or
equivalent or higher at such date of Qualifying Retirement,  five
years  after the date of the Participant's Qualifying Retirement,
and  (ii)  the balance of this Option as to all remaining  Option
Shares  shall  terminate  as  of the date  of  the  Participant's
Qualifying  Retirement.   For purposes of  this  paragraph  3(b),
"Retirement" shall mean any employment termination by  reason  of
retirement which occurs either (I) on or after the date on  which
the   Participant  reaches  age  65  or,  if  later,  the  fourth
anniversary  of the date the Participant commenced  participation
in  Ameritech  Management Pension Plan ("Normal  Retirement")  or
(II)  under  the  Ameritech Management  Pension  Plan,  with  the
Company's   approval,  on  or  after  the  date  on   which   the
Participant's  combined age and service  (in  years  and  months)
while participating in the Ameritech Management Pension Plan  (or
the  Ameritech Pension Plan if the Participant previously accrued
a  benefit under the Ameritech Pension Plan for which eligibility
was  transferred to the Ameritech Management Pension Plan) equals
75   ("Approved  Early  Retirement"  and,  together  with  Normal
Retirement, "Retirement").  For purposes of this paragraph  3(b),
"Qualifying Retirement" means any Retirement which occurs  on  or
after  [December 31, ______ or the first anniversary of the  date
of  this  Agreement].  Any portion of this Option  which  is  not
exercisable  as  of  the  date  of the  Participant's  Qualifying
Retirement,  but would become so within 120 days  following  such
date,  will first become exercisable on the normal exercisability
date  therefor set forth above, in accordance with paragraph 2(a)
hereof.

     (c)  Resignation or Certain Other Non-Cause Terminations  of
Employment.   If the Participant's employment by the Company  and
its  subsidiaries terminates voluntarily (for example,  upon  the
Participant's  resignation) or involuntarily for  any  reason  or
under  any  circumstances other than those covered by  paragraphs
3(b), 3(d), 3(e) or 3(f) hereof, this Option shall terminate  (i)
on  the  date which is 30 days after the date of such  employment
termination,  but  in no event after the Option  Term  Expiration
Date, as to the portion of this Option which is exercisable as of
the  date  of  such employment termination, and  (ii)  upon  such
employment termination, as to any and all remaining Option Shares
for which this Option is not exercisable as of such time.

     (d)   Employment Termination Without Cause Following  Change
in  Control.  If the Participant's employment by the Company  and
subsidiaries  is  involuntarily  terminated  without  Cause   (as
defined  below)  during the portion of the  calendar  year  which
remains  following  a  Change in Control or the  two  immediately
subsequent  calendar  years, the Participant  may  exercise  this
Option  at any time during the five years commencing on the  date
of  Participant's  termination of employment (or,  if  less,  the
period  remaining on the original term of this  Option).   Solely
for  purposes  of the preceding sentence, the term "Cause"  means
the   Participant's  willfully  engaging  in  conduct  materially
injurious  to  the Company or any subsidiary or the  willful  and
continual failure by the Participant to substantially perform the
duties  assigned  to  the  Participant (other  than  any


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failure  resulting  from  the  Participant's  incapacity  due  to
physical  injury  or  illness  or  mental illness), which failure
has not been corrected by  the Participant  within  30 days after
receipt of a written  notice  from the Chief Executive Officer or
Board of  Directors  of  the  Participant's  employer (or, if the
Participant's  employer does not have a Board of Directors and is
managed by  its  shareholder  or  shareholders,  then  from  such
shareholder or shareholders owning a majority of the voting stock
of the Participant's employer) specifying the manner in which the
Participant  has  failed  to perform such  duties.   No  act,  or
failure  to  act,  by the Participant shall be  deemed  "willful"
unless done, or omitted to be done, not in good faith and without
reasonable  belief that such action or omission was in  the  best
interest of the Company and its subsidiaries.

     (e)    Termination  of  Employment  for   Cause.    If   the
Participant's  employment by the Company and its subsidiaries  is
terminated for Cause (as determined by the Company, in  its  sole
judgment)  prior to the Option Term Expiration Date, this  Option
shall  terminate upon such employment termination as to  any  and
all Option Shares then remaining subject to this Option.
     
     (f)   Employment Termination due to Participant's  Death  or
Long-Term  Disability.   The portion  of  this  Option  which  is
exercisable as of the date on which the Participant's  employment
is  terminated by reason of the Participant's death or disability
shall  terminate on the earlier of (i) the Option Term Expiration
Date  or  (ii)  one  year  after  the  date  of  such  employment
termination by death or disability.

     4.    Manner of Exercise.  This Option may be exercised,  in
whole  or  in  part,  (a)  in the case  of  "cashless  exercises"
(including  so-called  "sell enough to cover"  transactions),  by
providing  such  notice  as  may be  required  by  the  "cashless
exercise" procedures established by the Committee (as defined  in
the Plan) from time to time and then in effect, and (b) as to all
other  forms of option exercise, by filing a written  notice  (in
the  form attached hereto) with the person then designated by the
Company  as  the  appropriate  Stock  Option  Administrator  with
respect to the Participant, in either case prior to the date this
Option  expires or earlier terminates.  Such notice shall specify
the  number of shares of Common Stock with respect to which  this
Option  is being exercised.  Unless shares (or a portion  of  the
proceeds,  in  the case of a cashless exercise) are  retained  in
satisfaction of applicable income and employment tax withholding,
the Participant will, upon request of the Company, submit a check
for  an amount equal to the amount required to be withheld by the
Company  on account of FICA taxes and federal, state,  and  local
income  taxes.  Payment of the Option Price shall be by cash,  by
certified or cashier's check payable to the Company, by  delivery
or  attestation of ownership of shares of Common Stock having  an
aggregate fair market value which is equal to the amount of  cash
which  would  be  required (unless otherwise  provided  by  rules
established by the Committee from time to time) or by  compliance
with   the  cashless  exercise  procedures  established  by   the
Committee.

     5.    Non-Transferability.  This Option is not  transferable
except, upon the Participant's death, either to a beneficiary  or
beneficiaries   previously  designated  by  the  Participant   in
accordance with procedures established from time to time  by  the
Committee  (a "Designated Beneficiary") or, if there is  no  such
Designated  Beneficiary,  by will or  the  laws  of  descent  and
distribution.  This Option may be exercised during  the  lifetime
of the Participant only by the Participant and after the


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death of the Participant by a Designated Beneficiary or, if there
is no such Designated Beneficiary, by the legal representative of
the estate of the Participant.

     6.      Forfeiture   for   Certain   Participant    Actions.
Notwithstanding  any  other provision  of  this  Agreement,  this
Option  shall  terminate immediately and  the  Participant  shall
forfeit  all  rights  hereunder if the Participant,  without  the
consent  of the Company, either (i) becomes associated  with,  is
employed  by, renders services to or owns more than  two  percent
(2%)  of the stock of any business that competes with the Company
or  any of its subsidiaries or affiliates in any market in  which
the  Company  or  any  such subsidiary  or  affiliate  then  does
business,  or  (ii) divulges or appropriates to the Participant's
own  use  or  to  the  use  of any other  person  any  secret  or
confidential information or knowledge pertaining to the  business
of  the Company or any of its subsidiaries or affiliates obtained
by the Participant while employed by any of them.
     

     7.   Dividend Equivalents.  The Participant will be entitled
to Dividend Equivalents to the extent provided by this paragraph
7:

     (a)   Book  Account.   The Company shall  establish  a  book
account  for  the  benefit of the Participant (the  Participant's
"Account").  As of each Record Date during the Dividend Crediting
Period,  Stock  Units  shall  be credited  to  the  Participant's
Account  to  reflect the dividends payable for that  Record  Date
with  respect  to  Covered  Shares (as those  terms  are  defined
below).   The  number  of  Stock Units  to  be  credited  to  the
Participant's Account as of a Record Date shall be determined  by
dividing  the  aggregate amount of the cash dividend  that  would
have been paid on the number of Covered Shares (as of such Record
Date)  by  the  Average Value of a share of the Company's  Common
Stock (as of such Record Date).  To the extent that stock options
under  the  Plan  are adjusted in accordance  with  the  Plan  to
reflect  a  corporate  transaction (e.g.,  a  stock  split)  with
respect to the Company, a corresponding adjustment shall be  made
with respect to the Participant's Account.

     (b)    Interim  Distributions.   If,  during  the   Dividend
Crediting  Period,  the  Participant has  exercised  all  or  any
portion of the Option, then, as of the Interim Distribution  Date
next  following  the end of the calendar quarter  in  which  such
exercise  occurs,  the  Participant  shall  receive  an  "Interim
Distribution"  of shares of the Company's Common Stock  equal  to
the  number of Stock Units credited to the Participant's  Account
as  of  the  Interim Distribution Date, multiplied by a fraction,
(A) the numerator of which shall be the total number of shares of
Company  Stock  as to which the Option was exercised  during  the
calendar quarter; and (B) the denominator of which shall be equal
to  the sum of: (i) the number of shares of Company Stock subject
to  the Option at the beginning of the calendar quarter in  which
such exercise occurs; plus (ii) the number of shares, if any,  of
the Company's Common Stock covered by any other prior exercise(s)
of  the  Option  as  to which Interim Distributions  or  Deferred
Interim Distributions have not been made.  As of the date of such
distribution, the Participant's Account shall be reduced  by  the
number of Stock Units equal to the number of shares distributed.

     (c)    Deferred  Distribution.   If,  as  of   the   Interim
Distribution Date with respect to the exercise of the  Option  in
accordance with paragraph (b) above, the Fair Market Value of the
Company's


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Common Stock is equal to or less than the Option Price,
distribution  with  respect to that exercise  shall  be  deferred
until  the earlier of the next Interim Distribution Date on which
the  Fair Market Value of the Company's Common Stock exceeds  the
Option  Price  or  the  Final Distribution Date  (as  defined  in
paragraph  7(d)).   If,  by  reason of the  limitations  of  this
paragraph  (c), distribution with respect to any Option  exercise
is   deferred,  (i)  the  number  of  Stock  Units  as  to  which
distribution  would otherwise have occurred will remain  credited
to  the Participant's Account, and will, while remaining credited
to the Participant's Account, be included in the determination of
Covered Shares during the Dividend Crediting Period, and (ii) the
number  of Stock Units to be distributed on a subsequent  Interim
Distribution Date shall be determined by multiplying  the  number
of  Stock Units credited to the Participant's Account as  of  the
Interim   Distribution  Date  by  the  fraction   determined   in
accordance with paragraph 7(b).

     (d)  Final Distribution.  As of the Final Distribution Date,
the Participant shall receive a "Final Distribution" of shares of
the  Company's  Common Stock equal to the number of  Stock  Units
then   credited  to  the  Participant's  Account.    The   "Final
Distribution Date" shall be the date that is five years from  the
date of this Agreement; provided that if the Fair Market Value of
the  Company's Common Stock is equal to or less than  the  Option
Price  on  that  date,  the "Final Distribution  Date"  shall  be
deferred until the first day of the next calendar quarter  (i.e.,
July  1, October 1, January 1 and April 1) during the Option Term
(as  set forth in paragraph 3(a)) on which the Fair Market  Value
on   such  date  exceeds  the  Option  Price.   Upon  the   Final
Distribution with respect to the Participant's Account, the Stock
Units credited to that Account shall be reduced to zero.

     (e)   Distribution following Termination of Employment.   If
the Participant's employment terminates for any reason other than
Cause  (as  determined  in accordance with paragraph  3(e)),  the
number of Stock Units in the Participant's Account as of the date
of  termination shall be multiplied by a fraction, the  numerator
of   which   shall  be  the  number  of  Option  Shares  canceled
immediately  upon  the  Participant's termination  of  employment
pursuant  to  paragraph  3(b),  3(c),  3(d),  and  3(f)  and  the
denominator  of  which shall be the sum of (i)  total  number  of
shares   then  subject  to  the  Option  (whether  or  not   then
exercisable)  plus  (ii) the number of shares,  if  any,  of  the
Company's Common Stock covered by any other prior exercise(s)  of
the  Option as to which Interim Distributions or Deferred Interim
Distributions have not been made.  The number of Stock  Units  in
the Participant's Account equal to the number resulting from such
multiplication (if any) shall be canceled.  The number  of  Stock
Units   remaining  in  the  Participant's  Account   after   such
cancellation (if any) shall remain subject to this Agreement  and
be available for Interim Distributions and the Final Distribution
for  120  days  beyond the period determined in  accordance  with
paragraphs  3(b),  3(c), 3(d), and 3(f) during which  the  Option
remains  exercisable  following  termination  of  employment   in
accordance  with this Agreement (or the period during  which  the
Option  would  remain  exercisable in accordance  with  paragraph
3(b),  3(c),  3(d), and 3(f), even if, following  termination  of
employment,  there is no unexercised portion of the  Option  that
has  become  exercisable on or before termination of employment).
Notwithstanding  the above, on the ten-year anniversary  of  this
Agreement,   all  Stock  Units  remaining  in  the  Participant's
Account,  if  any,  shall  be  canceled.   If  the  Participant's
employment  is terminated for Cause, all Stock Units credited  to
the Participant's Account shall immediately be canceled.



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     (f)   Withholding.   If  tax withholding  is  required  with
respect  to  the  Participant's Account, and  unless  shares  are
retained in satisfaction of applicable income and employment  tax
withholding,  the Participant will, upon request of the  Company,
submit a check for an amount equal to the amount required  to  be
withheld  by  the Company on account of FICA taxes  and  federal,
state, and local income taxes.

     (g)   Definitions.   For purposes of this paragraph  7,  the
terms listed below shall have the definitions indicated:

(i)  The "Average Value" of a share of the Company's Common Stock
as  of  any  Record Date shall be the average of the Fair  Market
Values on the first and last trading days of the calendar quarter
immediately preceding the payment date of the dividends for  such
Record Date.

(ii)   The number of "Covered Shares" as of any Record Date shall
equal  the sum of the number of shares then subject to the Option
(the "Shares") and the number of Stock Units then credited to the
Participant's Account.

(iii)   The  "Dividend  Crediting Period"  shall  be  the  period
beginning  with  the first day after the date of this  Agreement,
and ending five years from the date of this Agreement.

(iv)   The "Fair Market Value" of a share of the Company's Common
Stock means the average of the highest and lowest prices at which
a share of the Company's Common Stock is traded on the date as of
which  the  determination is made, or, if  the  Company's  Common
Stock is not traded on that date, the average of the highest  and
lowest  prices  on the next preceding day on which the  Company's
Common Stock was traded, as quoted on the New York Stock Exchange
- Composite Transactions or, if the Company's Common Stock is not
so  quoted, on another principal market quotation system selected
by the Company.

(v)   The "Interim Distribution Date" shall be the first  day  of
the  second  month of each calendar quarter occurring  after  the
date of this Agreement, and prior to the Final Distribution Date.

(vi)   The  "Record Date" shall be any date on which a record  of
the Company's stockholders is taken for the purpose of payment of
a cash dividend on the Company's Common Stock.

     8.     Deferral   of  Distributions.   Notwithstanding   the
foregoing  provisions  of this Agreement  to  the  contrary,  the
Participant may elect to defer receipt of Option gains, and defer
the   Interim  Distributions  and  Final  Distribution  otherwise
provided  in paragraph 7, as provided for and in accordance  with
the provisions of the Corporate Resource Deferral Plan.

     9.    No  Collateral Rights.  Nothing herein contained shall
confer  on the Participant any right with respect to continuation
of  employment by the Company or its subsidiaries,  or  interfere
with the right of the Company or its subsidiaries to terminate at
any  time  the  employment of the Participant or,  except  as  to
shares  of  Company  Common  Stock actually  delivered  upon  any
exercise of this Option, confer any rights as a stockholder  upon
the holder hereof or any other person.



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     10.   Administration.  The authority to manage  and  control
the  operation  and  administration of this  Agreement  shall  be
vested  in  the  Committee  or  its  delegates  (subject  to  the
discretionary assumption of such authority by the Company's Board
of  Directors, as provided in the Plan), and the Committee  shall
have the same powers and authority with respect to this Agreement
as  it has with respect to the Plan.  Any interpretation of  this
Agreement  by  the Committee and any decision  made  by  it  with
respect to this Agreement shall be final and binding with respect
to the Participant and all other persons.

     11.   Relationship to the Plan.  This Agreement may  contain
terms  which are in additions to or supplement the terms  of  the
Plan,  but  the terms of this Agreement shall be subject  to  the
terms  of  the  Plan.   This Agreement also  is  subject  to  all
interpretations, amendments, rules and regulations adopted by the
Committee from time to time pursuant to the Plan.

     12.   Miscellaneous.   The headings of  this  Agreement  are
included for convenience of reference only, and shall not be used
in  interpreting this Agreement. Any notice provided for in  this
Agreement or in the Plan shall be in writing and shall  be  given
by  hand delivery, facsimile, overnight courier or postage  paid,
first  class mail.  Any notice shall be directed (a)  if  to  the
Participant,  to the Participant's address as then  reflected  on
the  Company's records, and (b) if to the Company, to the  person
then  designated by the Company as the appropriate  Stock  Option
Administrator  with respect to the Participant or to  such  other
persons  and  in  accordance with such other  procedures  as  the
Committee from time to time may establish.


                              AMERITECH CORPORATION



                              By:  ______________________
                                   Its Corporate Secretary