Exhibit 10f

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                     AMERITECH CORPORATION
                             1999
                    STOCK OPTION AGREEMENT

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


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



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     (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  the   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,  19     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 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"


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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 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.


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      7.   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.

      8.    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.

      9.    Relationship to the Plan.  This Agreement may contain terms
which  are in addition 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.

      10.   Miscellaneous.  The headings of this Agreement are included
for   convenience  of  reference  only,  and  shall  not  be  used   in
interpreting  this  Agreement.   Any  notices  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 notices 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