<PAGE>
---------------------------------------------------------------------

U.S. Securities and Exchange Commission
Washington, D.C. 20549
-------------------------------------------

                                Form  10-Q

(Mark one)

-------------------------------------------
[x]  Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
-------------------------------------------

or
-------------------------------------------

[  ]  Transition Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from     to
-------------------------------------------

Commission File Number 1-8612


                           Ameritech Corporation
                                     
                                     
                                           
                                           -----------------------------
                                           A Delaware Corporation
                                           -----------------------------
                                           30 S. Wacker Drive
                                           Chicago, Illinois  60606
                                           -----------------------------
                                           I.R.S. Employer Identification
                                           Number 36-3251481
                                           
                                           
                                           Telephone number   (800) 257-0902





We have filed all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12 months, and
have been subject to those filing requirements for the past 90 days.

Yes     X   No
      ----     ----

At April 30, 1998, 1,100,496,190 common shares were outstanding.


<PAGE>
                             TABLE OF CONTENTS
                                     
                                  PART I
                                     
ITEM                                                             Page
----                                                             ----

 1.    Financial Statements
       Condensed Consolidated Statements of Income for
          the three months ended
          March 31, 1998 and 1997                                  1
  
  
       Condensed Consolidated Balance Sheets as of
          March 31, 1998 and December 31, 1997                     2
  
  
       Condensed Consolidated Statements of Cash Flows for
          the three months ended March 31, 1998 and 1997           3
  
  
       Notes to Condensed Consolidated Financial Statements       4-7
  
  
 2.    Management's Discussion and Analysis of Financial
       Condition and Results of Operations                        8-22
  
                                     
                                  PART II
                                     
  
 4.  Submission of Matters to a Vote of Security Holders           23
  
 6.  Exhibits and Reports on Form 8-K                              24
 
     Glossary                                                    26-27
  
                                     
                                     
                                     i
                                     

<PAGE>

                    Item 1 - Financial Statements
                    -----------------------------
               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
           (Dollars in millions, except per share amounts)
                             (Unaudited)
                                  
                                  
                                                Three Months Ended
                                                     March 31
                                                 ---------------
                                                1998         1997
                                                ----         ----
Revenues
  Local service......................        $ 1,630      $ 1,555
  Interstate network access..........            614          620
  Intrastate network access..........            140          149
  Long distance services.............            341          358
  Cellular, directory and other......          1,408        1,177
                                             -------      -------
                                               4,133        3,859
                                             -------      -------
Operating expenses
  Employee-related expenses..........          1,042          990
  Depreciation and amortization......            663          611
  Other operating expenses...........          1,261        1,191
  Restructuring charge...............            104           --
  Taxes other than income taxes......            158          155
                                             -------      -------
                                               3,228        2,947
                                             -------      -------
Operating income.....................            905          912
Interest expense.....................            175          125
Other income, net....................             51           65
                                             -------      -------
Income before income taxes...........            781          852
Income taxes.........................            289          316
                                             -------      -------
Net income...........................        $   492      $   536
                                             =======      =======
Earnings per common share*
  Basic..............................        $  0.45      $  0.49
                                             =======      =======
  Diluted............................        $  0.44      $  0.48
                                             =======      =======
Dividends declared per common
 share*..............................        $  0.30      $0.2825
                                             =======      =======


*1997 amounts have been restated for two-for-one stock split
 effective December 31, 1997.







See Notes to Condensed Consolidated Financial Statements.
                                  
                               Page 1
                                  


<PAGE>

                 AMERITECH CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in millions)
                                    
                                         March 31, 1998  Dec. 31, 1997
                                         --------------  -------------
                                            (Unaudited)  (Derived from
                                                            Audited
                                                           Financial
                                                          Statements)
ASSETS

Current assets
 Cash and temporary cash investments........  $    148       $   239
 Receivables, net...........................     2,962         3,078
 Material and supplies......................       348           290
 Prepaid and other..........................       508           942
                                               -------       -------
                                                 3,966         4,549
                                               -------       -------
Property, plant and equipment...............    34,858        34,391
 Less, accumulated depreciation.............    20,958        20,518
                                               -------       -------
                                                13,900        13,873
                                               -------       -------
Investments, primarily international........     4,741         1,751
Other assets and deferred charges...........     5,346         5,166
                                               -------       -------
Total assets................................  $ 27,953      $ 25,339
                                               =======       =======
LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities
 Debt maturing within one year..............  $  2,893       $ 3,036
 Accounts payable...........................     1,839         1,955
 Other......................................     2,554         2,250
                                               -------       -------
                                                 7,286         7,241
                                               -------       -------
Long-term debt..............................     7,019         4,610
                                               -------       -------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........     1,112         1,150
 Unamortized investment tax credits.........       134           140
 Postretirement benefits
   other than pensions......................     2,964         2,965
 Other......................................       911           925
                                               -------       -------
                                                 5,121         5,180
                                               -------       -------
Shareowners' equity
 Common stock, par value $1;2.4 billion
   shares authorized, 1,177 million issued in
     1998 and 1997                  .......      1,177         1,177
 Proceeds in excess of par value............     5,411         5,313
 Reinvested earnings........................     4,352         4,190
 Treasury stock, at cost (77 million shares
   in 1998 and 79 million shares in 1997)...    (1,649)       (1,645)
 Deferred compensation......................      (113)         (190)
 Accumulated other comprehensive income.....      (651)         (537)
                                               -------       -------
                                                 8,527         8,308
                                               -------       -------
Total liabilities and shareowners' equity...  $ 27,953      $ 25,339
                                               =======       =======

See Notes to Condensed Consolidated Financial Statements.

                                    
                                 Page 2
                                    


<PAGE>

                 AMERITECH CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in millions)
                               (Unaudited)
                                                  Three Months Ended
                                                       March 31
                                                    -------------
                                                  1998         1997
                                                  ----         ----
Cash Flows from Operating Activities
Net income...................................   $  492       $  536
 Adjustments to net income
  Restructuring charge, net of tax...........       64           --
  Depreciation and amortization..............      663          611
  Deferred income taxes, net.................       15           12
  Investment tax credits, net................       (6)          (8)
  Capitalized interest.......................       (5)          (7)
  Change in accounts receivable, net.........      116           94
  Change in material and supplies............      (68)          21
  Change in certain other current assets.....      (36)          24
  Change in accounts payable.................     (116)        (169)
  Change in certain other current
   liabilities...............................      255          292
  Change in certain other noncurrent
    assets and liabilities...................     (257)         (49)
  Other operating activities, net............        3          (43)
                                               -------      -------
Net cash from operating activities...........    1,120        1,314
                                               -------      -------
Cash Flows from Investing Activities
Capital expenditures.........................     (658)        (539)
Additional investments, principally
 Tele Danmark...............................    (3,132)          (3)
Proceeds from repayment of GEIS note.........      473           --
Proceeds from New Zealand Telecom
    share repurchase.........................       --            21
Other investing activities, net..............       20           (9)
                                               -------      -------
Net cash from investing activities...........   (3,297)        (530)
                                               -------      -------
Cash Flows from Financing Activities
Net change in short-term debt................     (135)        (471)
Issuance of long-term debt...................    2,500           --
Retirement of long-term debt.................       (9)          (6)
Dividend payments............................     (329)        (311)
Proceeds from reissuance of treasury stock...      167          100
Repurchase of common stock...................     (108)         (93)
Other financing activities, net..............       --           27
                                               -------      -------
Net cash from financing activities...........    2,086         (754)
                                               -------      -------
Net increase (decrease) in cash and temporary
 cash investments............................      (91)          30
Cash and temporary cash investments,
 beginning of period.........................      239          145
                                               -------      -------
Cash and temporary cash investments,
 end of period...............................  $   148      $   175
                                               =======      =======

See Notes to Condensed Consolidated Financial Statements.
                                    
                                 Page 3
                                    

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1998
                                  

Note 1:  Preparation of Interim Financial Statements

We have prepared the unaudited condensed consolidated financial
statements in this report by following Securities and Exchange
Commission rules that permit reduced disclosure for quarterly period
reports.  These financial statements include estimates and
assumptions that affect the reported amounts of assets and
liabilities and the amounts of revenues and expenses.  Actual amounts
could differ from those estimates.  We believe these statements
include all adjustments necessary for a fair statement of results for
each period shown.  We believe our disclosures are adequate to make
the presented information clear.  You should read these financial
statements in conjunction with the financial statements and notes
included in our 1997 Annual Report on Form 10-K.

When reading these financial statements, you should be familiar with
the terminology unique to our business.  We have defined a number of
terms in the glossary on pages 26 and 27.


Note 2:  Comprehensive Income

On January 1, 1998 we adopted Statement of Financial Accounting
Standards (FAS) 130, "Reporting Comprehensive Income."  This
statement established standards for reporting and display of
comprehensive income and requires all components of comprehensive
income reported in annual financial statements having the same
prominence as other financial statements.

Comprehensive income for the three months ended March 31, 1998 and
1997 is as follows:

                                                Three Months Ended
                                                     March 31
                                                 ---------------
                                               1998         1997
                                               ----         ----
  Net income.........................        $  492       $  536
  Foreign currency translation
    adjustment.......................          (114)        (144)
                                            -------      -------
  Comprehensive income...............        $  378       $  392
                                            =======      =======
Our foreign operations and investments in international ventures are
subject to certain risks related to fluctuation in foreign currency
exchange rates.  Foreign exchange transaction losses incurred by
wholly owned subsidiaries adversely impact operating income, while
transaction losses incurred by other international ventures
(primarily equity method investments) have a negative impact on other
income, net.  Translation adjustments result in a change in the
investment balance and a corresponding change in accumulated
comprehensive income in the consolidated balance sheet.  The change
is negative when the U.S. dollar strengthens against the local
currency, which has generally occurred since 1996.

FAS 130 requires disclosure of the tax effects related to the foreign
currency translation adjustments.  We do not recognize deferred
income taxes on these translation adjustments.



                               Page 4
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1998
                                  

Note 3:  Restructuring Charge

In March 1998 we announced plans to significantly reduce future
operating expenses by the end of 2002.  As part of this cost
containment program, we recorded a pretax restructuring charge of
$104 million ($64 million after-tax or $0.06 per share) in March 1998
to cover principally the costs of consolidating security monitoring
centers and closing 53 company-owned cellular retail stores.  The
charge includes employee-related costs (principally severance) of
approximately $54 million for the termination of approximately 5,000
employees, as well as other costs of approximately $50 million
related to lease terminations and asset write-downs.

We have accounted for the employee costs of the restructuring in
accordance with our existing severance plans and following FAS 112,
"Employers' Accounting for Postemployment Benefits."  We have
accounted for the other costs in the restructuring charge in
accordance with existing accounting literature for restructurings.
The charge does not include approximately 550 employees identified
for termination when we acquired certain security services assets in
1997.  We included the cost of severing these employees in our
purchase price.


Note 4:  Strategic Partnership with Tele Danmark A/S

In January 1998 we purchased a 34% interest in Tele Danmark A/S, the
national communications provider in Denmark, from the Kingdom of
Denmark for approximately $3.1 billion. As part of our investment
agreement, Tele Danmark agreed to repurchase and retire all remaining
shares owned by the Danish government. When this repurchase was
consummated in April 1998, we increased our equity ownership to
approximately 42% of Tele Danmark.

We funded this investment in part by issuing $1.75 billion of long-
term debt issued in the United States and $750 million of additional,
unsecured Eurodollar notes, as described in Note 5. In addition, we
incurred a charge in January 1998 of $54 million ($34 million after-
tax) resulting from a mark-to-market adjustment for foreign exchange
forward contracts.  Current SEC accounting interpretations do not
permit hedge accounting for planned acquisitions.

The audited 1997 financial statements of Tele Danmark reflect, on a
U.S. GAAP basis, total assets of $7.4 billion and revenues of $3.6
billion. We account for this investment using the equity method of
accounting.


Note 5:  Long-term Financing

In January 1998 we issued $1.75 billion of long-term debt in five
separate tranches through our financing subsidiary, Ameritech Capital
Funding Corp. (ACF).

The notes and debentures bear interest at annual rates ranging from
5.65% to 6.55% and mature between 2001 and 2038.  Interest is due
semiannually on January 15 and July 15, and payment of interest and
principal is unconditionally guaranteed by Ameritech Corporation.
Proceeds from the issuances were used for the acquisition of Tele
Danmark, as discussed in Note 4 above, and for general corporate
purposes. Following these issuances, ACF had $250 million remaining
available for issuance of unsecured debt securities under shelf
registration statements filed with the SEC.



                               Page 5
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1998
                                  

Note 5:  Long-term Financing (cont'd.)

In February 1998 we issued $750 million of 5.875% unsecured
Eurodollar notes, due February 19, 2003, through ACF. The notes pay
interest annually and are unconditionally guaranteed by Ameritech
Corporation. We used the proceeds from this issuance to fund our
investment in Tele Danmark and for general corporate purposes.


Note 6:  Earnings Per Share

We compute basic earnings per common share by dividing net income by
the weighted average number of common shares outstanding during the
periods.  There were 1,099,649,536 and 1,101,053,912 average common
shares outstanding for the three months ended March 31, 1998 and
1997, respectively.

Diluted earnings per share is calculated by including all dilutive
potential common shares such as stock options.  There were 8,967,898
dilutive potential common shares in the quarter ended March 31, 1998
and 4,702,744 in 1997.  No adjustment to reported net income is
required when computing diluted earnings per share.


Note 7:  Subsequent Event -- Sale of Telecom Corporation of New
Zealand Limited

In April 1998 we sold substantially all of our stake in Telecom
Corporation of New Zealand (New Zealand Telecom) in a global stock
offering. We sold a total of 436,970,670 shares in the form of either
ordinary shares or American Depositary Shares (ADSs), with each ADS
representing eight ordinary shares. We will receive payment for the
sale in two installments, the first was received in April 1998 and
the second is due March 31, 1999. Payment for shares will be made in
New Zealand dollars (or in Australian dollars for those sold in an
Australian offering), while payment for ADSs will be made in U.S.
dollars.

At the time of the first installment payment, we irrevocably
transferred our shares to a trustee, which is holding the shares in
trust for the purchasers until the final installment is paid. We have
retained a security interest in the shares and each purchaser remains
personally liable until the final installment payment is received.
The purchasers will receive all ordinary dividends in the interim
period. The trustee will have one vote for each share, and will vote
the shares based on instructions from the purchasers.

In accordance with FAS 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities," we accounted
for this transaction as a sale and recorded an after-tax gain of
approximately $1.0 billion, which will be reflected in the second
quarter of 1998.  Because the receivable from the second installment
payment does not have a stated interest rate, we are imputing
interest at 9%. Based on current exchange rates and the purchase
price for the shares, we expect to receive total net proceeds of
approximately $2.1 billion. Net proceeds from the initial installment
were approximately $1.1 billion, which we used to pay down short-term
debt balances and for general corporate purposes.  We have hedged
substantially all foreign exchange risk associated with the final
installment.

                                  
                               Page 6
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1998
                                  

Note 8:  Subsequent Event -- Preferred Stock Issuance by Subsidiary

On April 20, 1998 Ameritech Denmark Funding Corporation (Denmark
Funding), an Ameritech subsidiary, issued through a private placement
3,250 shares of stated rate auction preferred stock (STRAPS) in four
separate series. Net proceeds from these issuances totaled $322
million. Dividends accrue on each series of STRAPS at varying rates,
which are adjusted periodically through separate auctions on each
series. Dividends are cumulative from the date of issuance. The
initial dividend rates and payment dates for each series are as
follows:

                                               Initial Dividend
                     Initial Dividend Rate       Payment Date
                     ---------------------       ------------
Series A (800 shares)        4.100%             June 10, 1998
Series B (800 shares)        4.100%             June 17, 1998
Series C (800 shares)        4.125%             July 1, 1998
Series D (850 shares)        4.125%             July 8, 1998

Denmark Funding may redeem the shares on the last day of any dividend
period at a value of $100,000 per share plus accrued dividends. The
shares are not subject to mandatory redemption at the option of the
holder, nor is there a redemption premium on any shares.


Note 9:  Subsequent Event -- Merger Agreement

On May 11, 1998, we jointly announced with SBC Communications Inc.
(SBC) a definitive agreement to merge an SBC subsidiary with
Ameritech in a transaction in which each share of Ameritech common
stock will be converted into and exchanged for 1.316 shares of SBC
common stock.  After the merger, Ameritech will be a wholly owned
subsidiary of SBC.  The transaction, which has been approved by the
Board of Directors of each company, is intended to be accounted for
as a pooling of interests and to be a tax-free reorganization.  The
merger is subject to the satisfaction of certain conditions and
regulatory approvals, as well as approval by the shareowners of each
company.

                                  
                               Page 7
                                  

<PAGE>

          Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations
                    -----------------------------
               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
             THREE MONTH PERIOD ENDED MARCH 31, 1998 vs.
               THREE MONTH PERIOD ENDED MARCH 31, 1997
                                  
RESULTS OF OPERATIONS
---------------------
Results of operations for the three months ended March 31, 1998 were
impacted by a one-time, pretax charge of $104 million ($64 million
after-tax or $0.06 per share) for restructuring related to our
recently announced cost containment program, as well as a one-time
pretax charge of $54 million ($34 million after-tax, or $0.03 per
share) for a currency-related fair value adjustment in conjunction
with our January 1998 investment in Tele Danmark.  Results for the
three months ended March 31, 1998, compared with the prior year
period, were as follows (dollars in millions, except per share
amounts):

Three Months Ended March 31                         Increase  Percent
---------------------------
                                 1998      1997    (Decrease)  Change
                                 ----      ----     --------   ------

Income before one-time items  $  590     $  536     $  54      10.1
EPS before one-time items
  Basic                         0.54       0.49      0.05      10.2
  Diluted                       0.53       0.48      0.05      10.4
Net income                       492        536       (44)     (8.2)
Earnings per share
  Basic                         0.45       0.49      (0.04)    (8.2)
  Diluted                       0.44       0.48      (0.04)    (8.3)

---------------------------------------------------------------------
Revenues
--------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $4,133     $3,859     $  274      7.1

Revenues increased for the three months ended March 31, 1998
primarily due to increases in the number of cellular, paging and
security services customers, higher network usage volumes and
increased revenues from call management services.  Decreased revenues
from network access and long distance services partially offset these
increases, as discussed below.

---------------------------------------------------------------------
Local service
-------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,630     $1,555     $   75      4.8

Local service revenues include basic monthly service fees and usage
charges, fees for call management services, installation and
connection charges and most public phone revenues.  Local service
revenues increased for the three months ended March 31, 1998 due
largely to increased sales of call management services.  Revenues
from call management services increased 21% over the prior year
period, due to strong
                                  
                               Page 8
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Local service (cont'd.)
-----------------------

growth in both the number of activated features and usage of services
on a pay-per-use basis.  Higher network usage volumes, resulting
primarily from access line growth of 4.3% over the prior year period,
also contributed to the increases.  Second line additions by
residential customers increased by 13% over the same period last
year.

There were 20,751,000 access lines in service as of March 31, 1998
compared with 19,895,000 as of March 31, 1997.

---------------------------------------------------------------------
Network access
--------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Interstate
----------

Three Months Ended            $  614     $  620     $  (6)     (1.0)

Intrastate
----------
Three Months Ended            $  140     $  149     $  (9)     (6.0)

Network access revenues include fees charged to interexchange carriers
that use our local landline communications network to connect customers
to their long distance networks.  In addition, end users pay flat rate
access fees to connect to the long distance networks.  These revenues
result from both interstate and intrastate services.

Interstate network access revenues decreased for the three months
ended March 31, 1998 due primarily to rate reductions related to
access charge reform effective July 1, 1997, as well as a change in
reporting classification of certain payphone revenues received from
interexchange carriers (IXCs) for their customers' use of our pay
phones.  This change in classification decreased interstate network
access revenues by approximately $15 million in the first quarter of
1998 compared with the prior year.  Growth in the volume of calls
handled for interexchange carriers and greater demand for dedicated
services by Internet service providers and other high-capacity users
partially offset the decrease.  Interstate minutes of use increased
by 6.2% for the three months ended March 31, 1998 compared with the
same period last year.

Intrastate network access revenues decreased for the three months
ended March 31, 1998 due primarily to rate reductions related to
access charge reform effective in July 1997, as well as a change in
reporting classification of certain pay phone revenues from network
access to other revenues.  This change in classification decreased
intrastate network access revenues by approximately $6 million in the
first quarter of 1998 compared with the prior year.  Volume
increases, resulting primarily from growth in network usage by
alternative providers of intraLATA toll service in Illinois, Michigan
and Wisconsin, partially offset these decreases.  Intrastate minutes
of use increased by 13.2% for the three months ended March 31, 1998
compared with the same period last year.

                               Page 9
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Long distance service
---------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  341     $  358     $ (17)     (4.7)

Long distance service revenues result from customer calls to
locations outside of their local calling areas but within the same
local access and transport area (LATA).

Long distance service revenues decreased for the three months ended
March 31, 1998, due primarily to volume decreases.  The volume
decreases resulted largely from implementation of Dial 1+ capability
in Illinois, Michigan and Wisconsin, which increased competition to
these intraLATA toll markets.  In addition, other carriers are moving
to retain revenue from their customers' use of intraLATA toll calling
services, where previously they had allowed us to provide these
services in exchange for access charge payments to them.  Although we
no longer earn these revenues, we also no longer incur the related
access charge expenses.

---------------------------------------------------------------------
Cellular, directory and other
-----------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,408     $1,177     $  231     19.6

Cellular, directory and other revenues include revenues from cellular
communications services, paging services, telephone directory
publishing, lease financing and billing and collection services,
telephone equipment sales and installation, and security services.

Cellular, directory and other revenues increased for the three months
ended March 31, 1998, due to the following factors:

- Increased revenues from security services, resulting primarily from
  strong customer growth.  Total customers increased to 1,072,000 as
  of March 31, 1998, reflecting internal growth of 11% in the first
  quarter on an annualized basis and the inclusion of our
  acquisitions in October 1997 of the security assets of Rollins
  Protective Services and Republic Security Company Holdings;
- Higher wireless revenues resulting from strong growth in the number
  of cellular and paging subscribers compared with the same period
  last year.  We had 3.3 million total cellular subscribers, compared
  with 2.7 million in the comparable prior year period, and 1.5
  million paging customers, compared with 1.2 million last year;
- Increased directory revenues, resulting primarily from a revised
  directory agreement for Illinois and parts of Indiana, as well as
  price increases and higher revenues from our Internet yellow pages
  service; and,
- Other miscellaneous revenue increases resulting primarily from
  higher demand for advanced data services and increased revenues
  from capital services, cable TV and voice messaging.  A change in
  reporting classification of certain pay phone revenues from network
  access to other revenues also contributed to the increase, as
  previously discussed.

                               Page 10
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Operating expenses
------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $3,228     $2,947     $  281      9.5

Operating expenses increased for the three months ended March 31,
1998 primarily due to a $104 million pretax charge for restructuring
related to our cost containment program announced in March 1998.
Higher operating costs in growing businesses, such as cellular and
security services, and increased depreciation expense also
contributed to the increase.

---------------------------------------------------------------------
Employee-related expenses
-------------------------

                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,042     $  990     $   52      5.2

Employee-related expenses increased for the three months ended March
31, 1998, due primarily to higher wage and bonus rates and overtime
expenses at the landline communications subsidiaries, combined with
higher employee levels at these subsidiaries and at emerging and
growth-related businesses.  Higher benefit expenses and payroll taxes
also contributed to the increase.

We employed 72,944 people as of March 31, 1998, compared with 66,403
as of March 31, 1997.  More than 60% of the increase is attributable
to expansion of our security services business.

---------------------------------------------------------------------
Depreciation and
  amortization
------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  663     $  611     $   52      8.5

Depreciation and amortization expense increased for the three months
ended March 31, 1998 due primarily to higher property, plant and
equipment balances.  Higher depreciation rates on certain asset
categories contributed to the increases, as we used shorter
depreciable lives for newer technologies.  Amortization of
intangibles resulting from our asset acquisitions in security
services also contributed to the increase.
                                  
                               Page 11
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other operating expenses
------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,261     $1,191     $   70      5.9

Other operating expenses increased for the three months ended March
31, 1998 due mostly to the following factors:

-  Higher access charge expenses resulting from state commission
   rulings (which we are contesting) requiring local exchange
   carriers to pay reciprocal compensation for calls by their
   customers to the Internet via Internet service providers (ISPs)
   who, in turn, are customers of competing local exchange carriers;
-  Higher cost of sales due to growth-related customer increases at
   the cellular and security services operations, as well as
   increased sales of customer premises equipment; and,
-  Higher advertising expenses related primarily to increased
   marketing and sales efforts as well as the timing of planned
   promotions.
   
A decrease in uncollectibles resulting from improved credit screening
and collection efforts, combined with lower contract services
expenses, materials costs and right-to-use fees for switching system
software, partially offset these increases.

---------------------------------------------------------------------
Restructuring Charge
--------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  104     $   --     $  104     n/m

In March 1998 we announced plans to significantly reduce future
operating expenses by the end of 2002.  As part of this cost
containment program, we recorded a pretax restructuring charge of
$104 million ($64 million after-tax or $0.06 per share) in March 1998
to cover the costs of consolidating security monitoring centers and
closing 53 company-owned cellular retail stores.  The charge covers
employee-related costs of approximately $54 million for the
termination of approximately 5,000 employees, as well as other costs
of approximately $50 million related to lease terminations and asset
write-downs.

A significant number of employees to be severed (approximately 3,200)
are employed by our security services subsidiary.  These employees
are being displaced due principally to the consolidation of our 24
monitoring centers to four centers.  Staffing requirements at these
new locations will require the hiring of a significant number of new
employees.

                                  
                               Page 12
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Taxes other than income taxes
-----------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  158     $  155     $    3      1.9

Taxes other than income taxes consist of property taxes, gross
receipts taxes and other taxes not directly related to earnings.
Taxes other than income taxes increased for the three months ended
March 31, 1998 primarily as a result of higher property taxes,
principally in Michigan, combined with higher gross receipts taxes,
principally in Ohio.  Lower capital stock taxes in Illinois,
resulting from tax reform, partially offset these increases.

---------------------------------------------------------------------
Other income and expenses
-------------------------
Interest expense
-----------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  175     $  125     $   50     40.0

Interest expense increased for the three months ended March 31, 1998,
due primarily to higher overall debt balances resulting from our $3.1
billion investment in Tele Danmark in January 1998.  We funded this
investment in part by issuing $2.5 billion in long-term debt.
Increased interest rates on short-term debt balances also contributed
to the increase.

---------------------------------------------------------------------
Other income, net
-----------------
                                                      Change
                                     March 31        (Income) Percent
                                  ------------
(dollars in millions)            1998      1997      Expense   Change
 -------------------             ----      ----      -------   ------

Three Months Ended            $   51     $   65     $ (14)    (21.5)

Other income includes earnings related to Ameritech's investments
accounted for using the equity method, interest income and other
nonoperating items.

Other income decreased for the three months ended March 31, 1998 due
primarily to the effects of a one-time pretax charge of $54 million
($34 million after-tax) for a currency-related fair value adjustment
related to our investment in Tele Danmark.  In January 1998 we
invested approximately $3.1 billion for a 34% stake in Tele Danmark,
the national communications provider in Denmark.  Equity earnings
from this investment, combined with increased equity earnings from
our investment in Belgacom, the national communications provider in
Belgium, and higher interest income, partially offset the decrease
discussed above.

We derive a large portion of our equity earnings from overseas
investments.  Although these investments continue to generate strong
earnings, the effects of a stronger U.S. dollar in relation to
foreign currencies moderated these earnings in the first three months
of 1998.
                                  
                               Page 13
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Income taxes
------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  289     $  316     $ (27)     (8.5)

Income tax expense decreased for the three months ended March 31,
1998, due primarily to the decreases in pretax earnings discussed
above.

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

FINANCIAL CONDITION AND OTHER MATTERS
-------------------------------------
Capital expenditures
--------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  663     $  533     $  130     24.4

Capital expenditures increased for the three months ended March 31,
1998, due primarily to increased spending at the landline
communications subsidiaries to meet increased demand for custom
calling, data transport and private line services and to comply with
regulatory requirements.  Capital spending also increased due to
continued enhancement and expansion of the cellular network.

---------------------------------------------------------------------
Dividends declared
------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1998      1997    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  330     $  311     $   19      6.1

On March 18, 1998, our Board of Directors declared a quarterly
dividend of $0.30 per common share, a 6.2% increase over the $0.2825
per common share declared in the first quarter of 1997 (as adjusted
for the two-for-one stock split effective December 31, 1997).

---------------------------------------------------------------------
Company stock repurchase program
--------------------------------

Our Board of Directors has periodically authorized management to
repurchase shares of Ameritech stock in the open market.  During the
three months ended March 31, 1998, we purchased 2.4 million shares of
stock for approximately $108 million.  Management has the authority
to repurchase approximately $1.9 billion of additional Ameritech
stock as of March 31, 1998.

---------------------------------------------------------------------
Debt ratio
----------
Our debt ratio was 53.8% as of March 31, 1998, compared with 47.9% as
of December 31, 1997.  The increase resulted from higher overall debt
levels attributable to our investment in Tele Danmark, as previously
discussed.
                                  
                               Page 14
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Ratio of earnings to fixed charges
----------------------------------
The ratio of earnings to fixed charges for the three months ended
March 31 was 4.41 in 1998 and 6.32 in 1997.

                                  
                               Page 15
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters
-------------

Competitive and regulatory environment
--------------------------------------
We face competition in every aspect of our business. In pursuing
business opportunities both inside and outside of the United States,
we compete against other large local service providers, long distance
service providers, cable TV companies, wireless service providers and
other entrants from closely related industries. The
Telecommunications Act of 1996 (the 1996 Act) establishes a national
policy that calls for competition and open markets, not regulatory
management, as the basic business environment. This public policy
change opens significant business opportunities for providers of all
forms of communications, enabling them to become full-service
providers of voice, video, data, local and long distance services for
their customers.

With the passage of the 1996 Act and earlier regulatory initiatives,
our local service markets have been opened to competition from
interexchange carriers, cable TV providers and other local service
providers. Interconnection agreements with these providers require us
to allow access to unbundled network elements at cost-based rates or
telecommunications services at discounted, wholesale rates. These
agreements may result in some downward pressure on local service
revenues, as a portion of our revenue shifts from local service at
retail prices to network access at lower rates.

It is impossible to predict the specific impact of the 1996 Act on
our business or financial condition. Notwithstanding the potential
for an adverse effect on certain of our revenue streams, we expect to
acquire a significant portion of the expected growth in the
communications marketplace, including interLATA long distance once
our entry is approved under the 1996 Act.

In 1996, we were required to implement Dial 1 + capability in our
local toll markets in Illinois and Wisconsin and in portions of our
local toll market in Michigan. Dial 1 + gives customers the ability
to choose an alternate long distance carrier for intraLATA toll calls
by dialing 1 before the phone number. Competition for toll service
revenues has intensified in these areas. The increased competition,
however, should stimulate growth in overall demand for toll calls and
corresponding network access services.  Under the Act, we must
implement Dial 1 + in a state coincident with our exercise of in-
region long distance authority, or by February 2, 1999, whichever is
earlier.

Until 1996, the U.S. cellular market was largely a series of
duopolies: the local telephone company and one other provider for
each cellular market. With PCS, each market will add at least two new
wireless service providers. Each PCS provider will offer digital
cellular service with features such as longer battery life, increased
account security and enhanced services such as voice mail, Caller ID
and paging capabilities. We introduced digital cellular service in
our Chicago and Detroit markets in mid-1997, and we will introduce
this service in several other markets in 1998. Paging, invigorated by
the popularity of cellular service, is a highly competitive business
with at least five to seven providers in each market.



                               Page 16
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

Competitive and regulatory environment (cont'd.)
------------------------------------------------
Competitors of our telephone directory publishing business are
traditional advertising media, including television, radio, direct
mail, magazines and newspapers, as well as providers of new
technologies such as online services, including the Internet.

We believe competition in all segments of our business, within each
unique industry segment, will accelerate growth. Building on our
strengths, we expect to continue to branch into new services that are
logical extensions of our business and to export our expertise to
customers around the world. Our competitive strategy includes
positioning ourselves to take advantage of future opportunities by
refining our processes to continue to be an industry leader in
efficiency and productivity.

As we expand and diversify, the number, variety and size of
competitors will shift to challenge our evolving business interests.
Much of the competition will be from companies with substantial
capital, technological and marketing resources and wide-ranging
service offerings.

Regulatory developments
-----------------------
In July 1997, the Eighth Circuit Court of Appeals in St. Louis struck
down several provisions of an August 1996 FCC order regarding the
interconnection provisions of the 1996 Act. The Court ruled, among
other things, that the FCC's pricing guidelines intrude upon the
rights of state commissions to implement key elements of the 1996 Act
and that the FCC lacks jurisdiction to review state commission
decisions regarding interconnection agreements between incumbent
local exchange carriers (LECs) and their competitors. The Court also
ruled that the FCC's requirement allowing requesting carriers to pick
and choose among individual provisions of other interconnection
agreements does not promote negotiated agreements and is
unreasonable.

The Court also ruled, and clarified in a subsequent October rehearing
order, that if new entrants to the local exchange market wish to
purchase network elements at cost-based prices, they must combine the
elements themselves. The United States Supreme Court is scheduled to
review these and related rulings in October 1998, with a decision
expected next year.

In August, 1997, the FCC revised its Local Competition rules and
required a new purported network element known as "shared transport,"
which is access to all of the incumbent's interoffice transmission
facilities combined with switching.  This rule is before the Eighth
Circuit Court of Appeals on petitions for review filed by Ameritech
and other local carriers, with a decision expected this year.

In December 1997, the United States District Court in Wichita Falls,
Texas, declared unconstitutional a key part of the 1996 Act that
excludes only the RHCs' landline communications companies from the
long distance market.  Two of those companies, SBC Communications
Inc. and US West Communications, Inc. initiated the lawsuit.  Long
distance industry opponents of the ruling, the FCC and the Department
of Justice asked the court for an injunction barring SBC
Communications, US West and Bell Atlantic Corporation, which joined
in the suit, from preparing to



                               Page 17
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

Regulatory developments (cont'd.)
---------------------------------
provide in-region long distance service until the court ruled on
their stay requests.  In February 1998, the court issued two orders -
the final judgment giving legal effect to the court's earlier opinion
and an order staying that decision pending resolution of appeals from
it.  The court denied the motions for injunctions.

In addition, BellSouth Communications, Inc. brought two appeals to
the United States Court of Appeals for the District of Columbia
challenging the constitutionality of many of the same provisions of
the 1996 Act for which SBC Communications and US West sought review
in the Texas District Court.  One action challenges the section of
the 1996 Act covering electronic publishing and another challenges
the sections which address long distance.  Ameritech has intervened
in this later appeal.  Consequently, the Fifth Circuit Court and the
D.C. Circuit Court are deciding the constitutionality of the
provisions of the 1996 Act specifically applicable to the RHCs'
landline communications companies.

In January 1998, the Eighth Circuit Court ordered the FCC to uphold
the court's earlier ruling transferring the power of the federal
agency to set terms on prices and connections to local phone networks
to the state commissions.

On May 7, 1997, the FCC issued three closely-related orders
addressing revisions to the price cap plan for LECs, interstate
access charge reform and funding for universal service. In its access
charge reform order, the FCC adopted changes to its tariff structure
requiring LECs to use rates that reflect the type of costs incurred.

The new price cap rules are reducing access charges by increasing the
price cap productivity offset factor to 6.5% from the current 5.3%
and by applying this factor uniformly to all access providers. The
new rates were effective July 1, 1997, and LECs were required to
compute the new rates as if the 6.5% productivity factor had been in
effect since July 1, 1996.

The new rules also require creation of a multi-billion-dollar
interstate universal service fund for linking schools and libraries
to the Internet and subsidizing low-income consumers and rural health
care providers. Telecommunications service providers began paying
into the universal service fund starting January 1, 1998. Subsidies
to low-income and rural customers became available January 1, 1998,
and funds for linking schools and libraries to the Internet will be
available as needed.

We do not expect these reforms to have a material impact on our
revenue streams. However, the nature and timing of these reforms may
evolve as the FCC considers input from state commissions, potential
legal challenges and the ongoing implementation of other provisions
of the 1996 Act.

On December 30, 1997, the United States Court of Appeals for the
District of Columbia Circuit (the D.C. Circuit Court) remanded to the
FCC a case involving a claim that the purchase of security services
assets of another company by SecurityLink, our security services
subsidiary, violated a provision of the 1996

                               Page 18
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

Regulatory developments (cont'd.)
---------------------------------
Act. The FCC had previously ruled that the transaction was
permissible under the 1996 Act. On remand, the D.C. Circuit Court
directed the FCC to resolve an ambiguity in the statute. In addition
to this case, three similar challenges to transactions involving
subsequent purchases of security monitoring assets by SecurityLink
are pending before the FCC.

Effects of Foreign Currency Fluctuations
----------------------------------------
Our foreign operations and investments in international ventures are
subject to certain risks related to fluctuation in foreign currency
exchange rates.  In the three months ended March 31, 1998, due to a
strengthening U.S. dollar, we recognized some foreign exchange
transaction losses and currency translation adjustments related to
these investments.  Foreign exchange transaction losses incurred by
wholly owned subsidiaries adversely impacted operating income.
Transaction losses incurred by other international ventures
(primarily equity method investments) had a negative impact on other
income, net.  Translation adjustments resulted in a decrease in the
investment balance and a corresponding reduction in accumulated
comprehensive income on the consolidated balance sheet.  While future
fluctuations in currency exchange rates could impact results of
operations or financial position, foreign operations continue to
provide strong financial results and earnings growth.

Year 2000 Software Compliance
-----------------------------
We currently operate date-sensitive computer applications and systems
throughout our business.  As the century change approaches, we
recognize the importance of ensuring that these systems properly
recognize the year 2000 and continue to process critical operational
and financial information.  In May 1996 we began our internal
assessment of our requirements and made appropriate inquiries of
vendors and consultants.  We believe that we have identified most
application software and systems issues and we are making changes to
allow for almost a full year of additional testing in 1999.  We
expect to incur total costs of approximately $200 million in
conjunction with this effort, and believe we can incur these costs
without adversely affecting individual quarterly results.  However,
given the complexity of the issue and possible as yet unidentified
risks, actual costs may vary from our estimate.  We currently believe
these efforts will assure that our essential systems and operations
will be ready for the century change.  However, the failure of third
parties on whom we depend to convert their critical systems and
processes in a timely manner could significantly disrupt our
business.  We are working with our key customers and suppliers to
minimize such risks.

                                  
                               Page 19
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

Disclosures about market risk
-----------------------------
We are exposed to market risks primarily from changes in interest
rates and foreign currency exchange rates.  To manage our exposure
to these fluctuations, we occasionally enter into various hedging
transactions that have been authorized according to documented
policies and procedures.  We do not use derivatives for trading
purposes, or to generate income or to engage in speculative
activity, and we never use leveraged derivatives.

The amounts shown below represent the estimated potential loss
that we could incur from adverse changes in either interest rates
or foreign exchange rates using the value-at-risk estimation
model.  The value-at-risk model uses historical foreign exchange
rates and interest rates to estimate the volatility and
correlation of these rates in future periods.  It estimates a loss
in fair market value using the variance co-variance statistical
modeling technique and includes substantially all market risk
exposures, specifically excluding equity-method investments.  The
fair value losses shown in the table below are for a one-day time
period with a confidence level of 95%.  They have no impact on our
results of operations or financial condition.

                         March 31, 1998     Dec. 31, 1997
                         --------------     -------------
Risk Category
  Interest rates                  $36               $ 25
  Foreign exchange                 --                 --

The 95% confidence interval signifies our degree of confidence
that actual losses would not exceed the estimated losses shown
above.  The amounts shown here disregard the possibility that
interest rates and foreign currency exchange rates could move in
our favor.  The value-at-risk model assumes that all movements in
these rates will be adverse.  Actual experience has shown that
gains and losses tend to offset each other over time, and it is
highly unlikely that we could experience losses such as these over
an extended period of time.  These amounts should not be
considered projections of future losses, since actual results may
differ significantly depending upon activity in the global
financial markets.

The fair market value at risk increased as of March 31, 1998 due
primarily to an increase in fixed-rate debt.  We issued $2.5
billion of fixed-rate debt in the first quarter of 1998,
principally to fund our investment in Tele Danmark.  Value at risk
related to foreign exchange has not changed significantly since
December 31, 1997.

New Accounting Pronouncements
-----------------------------
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (FAS) 131, "Disclosures
about Segments of an Enterprise and Related Information." This
statement supersedes FAS 14, "Financial Reporting of Segments of a
Business Enterprise," by establishing new standards for the way that
a public business enterprise reports operating segment information in

                                  
                               Page 20
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

New Accounting Pronouncements (cont'd.)
---------------------------------------
its annual and interim financial statements.  In general, FAS 131
requires reporting of financial information as it is used by
senior company management for evaluating performance and deciding
how to allocate resources.  The statement is effective for 1998,
but need not be applied to interim financial statements this year.
Comparative information for earlier years must be restated.  We
expect to adopt FAS 131 in the fourth quarter of 1998.

In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use."  This SOP provides authoritative guidance for the
capitalization of certain computer software costs developed or
obtained for our internal applications, such as:

-  external direct costs of materials and services, such as
   programming costs,
-  payroll costs for employees devoting time to the software project,
   and
-  interest costs to be capitalized.
   
Costs incurred during the preliminary project stage, as well as
training and data conversion costs, are to expensed as incurred.
The SOP is effective for fiscal years beginning after December 15,
1998, however earlier application is encouraged.  We have not yet
quantified the impacts of adopting this SOP on our financial
statements and have not determined the timing of our adoption.  We
have historically expensed most computer software costs as
incurred.

Private Securities Litigation Reform Act Safe Harbor Statement
--------------------------------------------------------------
Some of the information presented in, or in connection with, this
report may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
that involve potential risks and uncertainties.  Our future
results could differ materially from those discussed here.  Some
of the factors that could cause or contribute to such differences
include:

-  changes in economic and market conditions that impact the demand
   for our products and services;
-  greater than anticipated competition from new entrants into the
   local exchange, intraLATA toll, cellular, data, cable TV,
   directory advertising or security services markets;
-  regulatory developments that impact the telecommunications,
   security services and cable TV industries, as well as pending
   regulatory issues in state jurisdictions;
                                  
                               Page 21
                                  

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Matters (cont'd.)
-----------------------

Private Securities Litigation Reform Act Safe Harbor Statement
(cont'd.)
-----------------------------------------------------------------------
-  longer than expected delays in obtaining entry into the interLATA
   long distance market, as well as potential additional costs to
   comply with the regulatory requirements of entry;
-  risks inherent in international operations, including possible
   economic, political or monetary instability, as well as the
   potential impact of issues related to year 2000 software
   compliance and the pending conversion by a number of European
   nations to a single currency;
-  the impact of new technologies and the potential effect of delays
   in development or deployment of such technologies; and,
-  the potential impact of issues related to year 2000 software
   compliance.

You should not place undue reliance on these forward-looking
statements, which are applicable only as of May 11, 1998.  We have no
obligation to revise or update these forward-looking statements to
reflect events or circumstances that arise after May 11, 1998 or to
reflect the occurrence of unanticipated events.
                                  
                               Page 22
                                  


<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
                                  
                                  
Part II - Other Information
---------------------------

Item 4 Submission of Matters to a Vote of Security Holders.
------ ---------------------------------------------------
(a)   The 1998 Annual Meeting of Shareowners was held on
      April 15, 1998.
      
      The number of common shares present at the Annual Meeting in
      person or by proxy and voting and withholding authority to vote
      in the election of Directors was 913,754,377 or 83.061% of the
      common shares of Ameritech outstanding on February 17, 1998,
      the record date for the Annual Meeting.
      
(b)   The following nominees, having received the FOR votes set
      opposite their respective names, constituting a plurality of
      the votes cast at the Annual Meeting for the election of
      Directors, were elected Directors of Ameritech to terms
      expiring in 1999.
      
      DIRECTORS                       FOR       WITHHELD
      ---------                       ---       --------
      Donald C. Clark             897,577,991    16,176,386
      Melvin R. Goodes            898,913,661    14,840,716
      Hanna Holborn Gray, Ph.D.   799,253,108   114,501,269
      James A. Henderson          898,306,320    15,448,057
      Arthur C. Martinez          898,211,072    15,543,305
      John B. McCoy               898,735,105    15,019,272
      John D. Ong                 897,991,174    15,763,203
      A. Barry Rand               800,409,899   113,344,478
      Laura D'Andrea Tyson        795,005,321   118,749,056
      James A. Unruh              898,347,008    15,407,369

      The largest percentage of shares withheld from voting with
      respect to any nominee for director was 12.996%.  The terms of
      office of the following Directors continued after the meeting:
      Sheldon B. Lubar, Lynn M. Martin and Richard C. Notebaert.
      
(c)   Shareowners ratified the appointment of Arthur Andersen LLP, as
      independent public accountants, to audit the consolidated
      financial statements for the current year ending December 31,
      1998.  The vote was 901,567,150 shares FOR and 6,634,505 shares
      AGAINST such ratification, with 5,552,722 shares abstaining.
      
(d)   A proposal by a shareowner to provide for cumulative voting in
      the election of directors was not approved.  A total of
      170,778,913 shares were voted FOR the proposal, 595,541,990
      shares were voted AGAINST it, 50,744,416 shares abstained and
      broker nonvotes were recorded as to 96,689,058 shares.
      
(e)   A proposal by a shareowner to provide, following the annual
      meeting, an improved post-meeting report.  The vote was
      56,653,425 shares FOR and 735,442,921 shares AGAINST the
      proposal, with 24,968,973 shares abstaining and 96,689,058
      broker nonvotes recorded.
      
                                  
                               Page 23
                                  
<PAGE>

Item 6    Exhibits and Reports on Form 8-K.
------    ---------------------------------

   (a)     Exhibits
           --------
       12   Computation of ratio of earnings to fixed charges for
            the three months ended March 31, 1998 and 1997.
            
       27   Financial Data Schedule.
            
   (b)     Reports on Form 8-K
           -------------------
       We filed a Current Report on Form 8-K dated January 13, 1998
       under Item 7, Financial Statements and Exhibits, to report
       our earnings for the fourth quarter and year ended December
       31, 1997.
                                  
                               Page 24
                                  

<PAGE>

                                  
                             SIGNATURES
                                  
Under the requirements of the Securities Exchange Act of 1934, an
authorized company official has signed this report on our behalf.



                                            Ameritech Corporation




Date:   May 11, 1998
                                            ------------------------------
                                            Barbara A. Klein
                                            Vice President and Comptroller

                                            (Principal Accounting Officer)
                                  
                               Page 25
                                  


<PAGE>

GLOSSARY

Access charges -
--------------
fees that local phone companies charge to long distance carriers for
the handling of long distance calls on our local network.

Access line -
-----------
a telephone line for voice, data or video reaching from a local phone
company to a home or business.

Advanced data services -
----------------------
services that use advanced technology to allow faster network access
to the Internet and other multimedia and data services.

Call management services -
------------------------
services that add value and convenience for phone customers, such as
call waiting, call forwarding and Caller ID.  These services are sold
to customers individually or in "packages".

Customer premises equipment (CPE) -
---------------------------------
communications equipment owned by customers, including telephones,
faxes and switches.

Dial 1 + -
--------
a feature that allows local phone customers to designate a carrier
other than the local service provider for toll calls within their
calling area by simply dialing 1 plus the telephone number.

Digital -
-------
an alternative to traditional analog communications, digital systems
transport information in computer code for improved clarity and
quality.

Federal Communications Commission (FCC) -
---------------------------------------
the federal agency responsible for regulating the interstate aspects
of telecommunications activities.

Financial Accounting Standards Board (FASB) -
-------------------------------------------
the independent body responsible for setting accounting and financial
reporting standards to be followed by U.S. business enterprises.

Gross receipts taxes -
--------------------
state and local taxes based upon the gross operating revenues earned
in a particular jurisdiction.  These taxes may be imposed on general
businesses or public utilities in lieu of other taxes.

Interconnection -
---------------
allowing a competitive local service provider to use the local phone
company's network, or elements of the network, to provide local phone
service to its customers.

Interexchange carriers (IXCs) -
-----------------------------
those companies primarily involved in providing long distance voice
and data transmission services, such as AT&T, MCI and Sprint.

Internet -
--------
the global web of networks that connects computers around the world,
providing rapid access to information from multiple sources.

Internet service providers (ISPs) -
---------------------------------
those companies providing access to the Internet and other computer-
based information networks.

Intrastate revenues -
-------------------
that portion of revenues regulated by state rather than federal
authorities.

Landline communications subsidiaries -
-----------------------------------
the subsidiaries of Ameritech engaged primarily in providing local
phone service and network access in the states of Illinois, Indiana,
Michigan, Ohio and Wisconsin.
                                  
                               Page 26
                                  


<PAGE>

GLOSSARY (cont'd.)

Local access and transport area (LATA) -
--------------------------------------
the boundary within which a local telephone company may provide phone
service.  It is usually centered around a city or other identifiable
community of interest.

Local exchange carriers (LECs) -
--------------------------------------
those companies primarily involved in providing local phone service
and access to the local phone network, including Ameritech's landline
communications subsidiaries in Illinois, Indiana, Michigan, Ohio and
Wisconsin.

Operations support systems (OSS) -
--------------------------------
the databases and information used to support the provision of
telephone service to end users.

Personal communications services (PCS) -
--------------------------------------
wireless services, such as cellular phone service and two-way paging,
that use digital technology to provide enhanced call security, longer
battery life and other convenience features.

Price caps -
----------
a form of regulation that sets maximum limits on the prices that LECs
can charge for access services instead of limits on rate of return or
profits.

Productivity factor -
-------------------
a portion of the interstate price cap formula that requires LECs to
reduce the price cap based on an assumed increase in productivity.

Securities and Exchange Commission (SEC) -
----------------------------------------
the federal agency that regulates the issuance and trading of public
debt and equity securities in the United States and monitors
compliance with these regulations.

Security services -
-----------------
services that help secure people and property, including burglar and
fire alarm systems, closed circuit cameras and electronic card
access.  Most of our revenue is from the installation and monitoring
of alarm systems.

Switched Minutes of Use -
-----------------------
the measure of time used to bill IXC's for access to our public
switched network.

Universal service -
-----------------
a concept designed to ensure access to the telecommunications network
in rural and low-income areas at affordable prices.  Funding
typically comes from urban telecommunication operators.

                                  
                                  
                               Page 27