<PAGE>1


                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                      
                                  Form 10-Q
                                      
                                      
            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                For the Quarterly Period Ended March 31, 1997
                                      
                                     or
                                      
           [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                        Commission File Number 1-8612
                                      
                                      
                            AMERITECH CORPORATION
                                      
           (Incorporated under the laws of the State of Delaware)
                                      
                30 S. Wacker Drive, Chicago, Illinois  60606
                                      
              I.R.S. Employer Identification Number 36-3251481
                                      
                                      
                      Telephone Number - (800) 257-0902
                                      
                                      
                                      
  Indicate by check mark whether the registrant (1) has 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 (or for such
  shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90
  days.
  
  Yes  X   No
     ----     ----
  
  At April 30, 1997, 549,075,746 common shares were outstanding.
  
  
  
<PAGE>2

                   Part I - Financial Information
                   ------------------------------
               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
           (Dollars in Millions, except per share amounts)
                             (Unaudited)
                                  
                                  
                                                Three Months Ended
                                                     March 31
                                                 ---------------
                                                1997         1996
                                                ----         ----
Revenues
  Local Service......................        $ 1,555      $ 1,465
  Interstate network access..........            620          579
  Intrastate network access..........            149          140
  Long distance services.............            358          376
  Cellular, directory and other......          1,177        1,007
                                             -------      -------
                                               3,859        3,567
                                             -------      -------
Operating expenses
  Employee-related expenses..........            990          936
  Depreciation and amortization......            611          574
  Other operating expenses...........          1,191        1,091
  Taxes other than income taxes......            155          144
                                             -------      -------
                                               2,947        2,745
                                             -------      -------
Operating income.....................            912          822
Interest expense.....................            125          124
Other income, net....................             65           51
                                             -------      -------
Income before income taxes...........            852          749
Income taxes.........................            316          271
                                             -------      -------
Net income...........................        $   536      $   478
                                             =======      =======
Earnings per common share............        $  0.97      $  0.86
                                             -------      -------
Dividends declared per common
 share    ...........................        $ 0.565      $ 0.530
                                             -------      -------
Average common shares outstanding
 (millions)..........................          550.5        554.8
                                             -------      -------

See Notes to Condensed Consolidated Financial Statements.
                                  
                                  2
                                  


<PAGE>3

                 AMERITECH CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in Millions)
                                    
                                         March 31, 1997  Dec. 31, 1996
                                         --------------  -------------
                                            (Unaudited)  (Derived from
                                                            Audited
                                                           Financial
                                                          Statements)
ASSETS

Current assets
 Cash and temporary cash investments........  $   175       $   145
 Receivables, net...........................    2,976         3,070
 Material and supplies......................      200           231
 Prepaid and other..........................      329           353
                                              -------       -------
                                                3,680         3,799
                                              -------       -------
Property, plant and equipment...............   32,589        32,292
 Less, accumulated depreciation.............   19,145        18,785
                                              -------       -------
                                               13,444        13,507
                                              -------       -------
Investments, primarily international........    2,183         2,323
Other assets and deferred charges...........    4,128         4,078
                                              -------       -------
Total assets................................  $23,435       $23,707
                                              =======       =======
LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities
 Debt maturing within one year..............  $ 2,739       $ 3,155
 Accounts payable...........................    1,667         1,836
 Other......................................    2,121         1,841
                                              -------       -------
                                                6,527         6,832
                                              -------       -------
Long-term debt..............................    4,296         4,437
                                              -------       -------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........      921           900
 Unamortized investment tax credits.........      164           172
 Postretirement benefits
   other than pensions......................    2,990         2,984
 Other......................................      667           695
                                              -------       -------
                                                4,742         4,751
                                              -------       -------
Shareowners' equity
 Common stock, par value $1;2.4 billion
   shares authorized, 588,314,000 issued in 1997
     and 588,113,000 issued in 1996.........      588           588
 Proceeds in excess of par value............    5,779         5,732
 Reinvested earnings........................    3,379         3,154
 Treasury stock, at cost (37,465,000 shares
   in 1997 and 38,182,000 shares in 1996)...   (1,357)       (1,344)
 Deferred compensation......................     (190)         (259)
 Currency translation adjustment............     (332)         (188)
 Other, net.................................        3             4
                                              -------       -------
                                                7,870         7,687
                                              -------       -------
Total liabilities and shareowners' equity...  $23,435       $23,707
                                              =======       =======

See Notes to Condensed Consolidated Financial Statements.

                                    
                                    3
                                    


<PAGE>4

                 AMERITECH CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in Millions)
                               (Unaudited)
                                                  Three Months Ended
                                                       March 31
                                                    -------------
                                                  1997         1996
                                                  ----         ----
Cash Flows from Operating Activities
Net income...................................    $ 536        $ 478
 Adjustments to net income
  Depreciation and amortization..............      611          574
  Deferred income taxes, net.................       12           (7)
  Investment tax credits, net................       (8)         (10)
  Capitalized interest.......................       (7)          (7)
  Change in accounts receivable, net.........       94           (5)
  Change in material and supplies............       21          (11)
  Change in certain other current assets.....       24           13
  Change in accounts payable.................     (169)        (359)
  Change in certain other current
   liabilities...............................      292          148
  Change in certain other noncurrent
    assets and liabilities...................      (49)         (41)
  Other operating activities, net............      (43)           8
                                               -------      -------
Net cash from operating activities...........    1,314          781
                                               -------      -------
Cash Flows from Investing Activities
Capital expenditures.........................     (539)        (457)
Additional investments.......................       (3)        (877)
Proceeds from New Zealand Telecom
   share repurchase.........................        21           --
Other investing activities, net..............       (9)           3
                                               -------      -------
Net cash from investing activities...........     (530)      (1,331)
                                               -------      -------
Cash Flows from Financing Activities
Net change in short-term debt................     (471)         863
Retirement of long-term debt.................       (6)         (10)
Dividend payments............................     (311)        (294)
Proceeds from reissuance of treasury stock...      100           84
Repurchase of common stock...................      (93)        (101)
Other financing activities, net..............       27           41
                                               -------      -------
Net cash from financing activities...........     (754)         583
                                               -------      -------
Net increase (decrease) in cash and
 temporary cash investments..................       30           33
Cash and temporary cash investments,
 beginning of period.........................      145          131
                                               -------      -------
Cash and temporary cash investments,
 end of period...............................    $ 175        $ 164
                                               =======      =======

        See Notes to Condensed Consolidated Financial Statements.
                                    4
                                    

<PAGE>5

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1997
                                  

NOTE 1:Preparation of Interim Financial Statements
       

The condensed consolidated financial statements of Ameritech
Corporation (Ameritech or the Company) have been prepared in
accordance with the rules and regulations of the Securities and
Exchange Commission (SEC).  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.  In the Company's opinion,
these statements include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair statement of results for
each period shown.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such SEC rules and regulations.  The Company
believes that the disclosures made are adequate to make the
information presented not misleading.  These financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's latest Annual Report on Form 10-K.


Note 2:   Pending Acquisition

On April 8, 1997, Ameritech entered into a definitive agreement with
Sprint Corporation (Sprint) under which a subsidiary of the Company
will purchase the assets of Sprint's local exchange business in
Illinois (Central Telephone Company of Illinois or Centel) for
approximately $160 million.  Under terms of the agreement, the
subsidiary will purchase Centel's telephone assets used to serve
approximately 136,000 residential and business customer access lines
in a small portion of Chicago and part or all of ten Chicago suburbs.
The transaction is expected to be concluded in 1997, pending regulatory
approval.

                                  
                                  5
                                  

<PAGE>6

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS
                                  
                THREE MONTHS ENDED MARCH 31, 1997 vs.
                  THREE MONTHS ENDED MARCH 31, 1996
                                  
RESULTS OF OPERATIONS
---------------------
For the three months ended March 31, 1997, net income was $536
million or $0.97 per share on 550.5 million average common shares
outstanding. This represented a 12.1 percent increase in net income
and a 12.8 percent increase in earnings per common share from the
comparable prior year period, for which net income was $478 million
or $0.86 per share on 554.8 million average common shares
outstanding.


---------------------------------------------------------------------
Revenues
--------
Total revenues for the three months ended March 31, 1997 increased
8.2 percent over the comparable prior year period to $3,859 million.
The increase was primarily attributable to increases in the number of
cellular and paging subscribers, higher network usage volumes
resulting from access line growth and increased demand for dedicated
services and increased revenues from call management services, such
as Call Waiting, Call Forwarding and Caller ID.  These increases were
partially offset by decreased revenues from long distance service and
equipment sales, as discussed below.

---------------------------------------------------------------------
Local service
-------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,555     $1,465     $   90      6.1

Local service revenues include basic monthly service fees and usage
charges, fees for call management services, installation and
connection charges and public phone revenues.  The increase in local
service revenues for the three months ended March 31, 1997 was due
largely to higher network usage volumes, resulting primarily from
access line growth of 3.2 percent over the prior year period.  Second
line additions by residential and small business customers
contributed to the increase in access lines, as demand for Internet
access and data transport capabilities continues to grow.  Sales of
call management services, such as Call Forwarding, Call Waiting and
Caller ID also increased, fueled by customer demand for additional
flexibility and convenience.

There were 19,895,000 access lines in service as of March 31, 1997
compared with 19,275,000 as of March 31, 1996.


                                  
                                  6
                                  

<PAGE>7

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Network access
--------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Interstate
----------

Three Months Ended            $  620     $  579     $   41      7.1

Intrastate
----------
Three Months Ended            $  149     $  140     $    9      6.4

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

The increase in interstate network access revenues for the three
months ended March 31, 1997 was due primarily to an increase in
network minutes of use, resulting from overall growth in the volume
of calls handled for interexchange carriers.  Greater demand for
dedicated services by Internet service providers and other high-
capacity users also contributed to the increase.  These revenue
increases were partially offset by rate reductions.  Interstate
minutes of use for the three months ended March 31, 1997 increased by
4.9 percent over the comparable prior year period.

The increase in intrastate network access revenues for the three
months ended March 31, 1997 was due primarily to volume increases,
largely resulting from increased network usage by alternative
providers of intraLATA toll service in Illinois, Michigan and
Wisconsin.  These volume increases were largely offset, however, by
decreases in revenue from intraLATA long distance service, as
discussed below.  Rate decreases also partially offset the volume
increases.  Intrastate minutes of use for the three months ended
March 31, 1997 increased by 15.1 percent over the comparable prior-
year period.

---------------------------------------------------------------------
Long distance service
---------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  358     $  376     $ (18)     (4.8)

Long distance service revenues are derived from customer calls to
locations outside of their local calling areas but within the same
Local Access and Transport Area (LATA).

The decrease in long distance service revenues for the three months
ended March 31, 1997 was primarily attributable to volume decreases
resulting from increased efforts on the part of other
telecommunications carriers, largely in Illinois, to bill their own
customers for local toll calling.  Previously, these carriers had
allowed Ameritech to collect these revenues in exchange for the
payment of access charges to complete the calls on the carriers'
networks.  As a result, this revenue decrease was substantially
offset by a corresponding decrease in access charge expenses
reflected in other operating expenses.  Implementation of Dial 1+
capability in Illinois, Michigan and Wisconsin, which introduced
competition to the intraLATA toll markets, also contributed to the
volume decrease.  These decreases were partially offset by net rate
increases.
                                  
                                  7
                                  

<PAGE>8

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Cellular, directory and other
-----------------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,177     $1,007     $  170     16.9

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

The increase in cellular, directory and other revenues for the three
months ended March 31, 1997 was largely attributable to cellular
revenue growth resulting from a 32.6 percent increase in subscribers
from 2,043,000 as of March 31, 1996 to 2,709,000 as of March 31,
1997.  Paging revenues also increased as a result of a 50.0 percent
increase in subscribers from 802,000 at March 31, 1996 to 1,203,000
as of March 31, 1997.  Higher revenues from directory advertising,
security monitoring, lease financing services, cable TV and other
nonregulated services, such as inside wire installation and
maintenance and advanced data services, also contributed to the
increase.

---------------------------------------------------------------------
Operating expenses
------------------

Total operating expenses for the three months ended March 31, 1997
increased by $202 million or 7.4 percent from the prior year.  The
increase was largely attributable to increased operating costs in
growth-related businesses, such as cellular and security monitoring
services, and to increases in employee-related expenses and other
operating expenses for emerging businesses, such as long distance,
personal communications service (PCS) and cable TV.

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

                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  990     $  936     $   54      5.8

The increase in employee-related expenses for the three months ended
March 31, 1997 was primarily attributable to higher wage rates at the
landline communications subsidiaries and increased employee levels at
emerging and growth-related businesses.  This increase was partially
offset by lower overtime expenses and force levels at the landline
communications subsidiaries.

There were 66,403 employees as of March 31, 1997, compared with
65,502 as of March 31, 1996.

                                  
                                  8
                                  

<PAGE>9

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Depreciation and
  amortization
------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  611     $  574     $   37      6.4

The increase in depreciation and amortization expense for the three
months ended March 31, 1997 was primarily due to higher plant
balances, as well as higher depreciation rates on certain asset
categories due to the use of shorter depreciable lives for newer
technologies.

---------------------------------------------------------------------
Other operating expenses
------------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,191     $1,091     $  100      9.2

The increase in other operating expenses for the three months ended
March 31, 1997 was largely attributable to growth-related cost of
sales and customer increases at the cellular and security monitoring
operations, as well as higher costs in the emerging long distance and
cable TV businesses.  Increased contract services costs for systems
development and data center management, as well as higher
uncollectibles and advertising expenses related to increased
marketing and sales efforts, also contributed to the increase.

---------------------------------------------------------------------
Taxes other than income taxes
-----------------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  155     $  144     $   11      7.6

Taxes other than income taxes consist of property taxes, gross
receipts taxes and other taxes not directly related to earnings.  The
increase in taxes other than income taxes for the three months ended
March 31, 1997 was due primarily to increased use taxes in Michigan,
as well as increases in capital stock and gross receipts taxes,
resulting primarily from business growth.

                                  
                                  9
                                  

<PAGE>10

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other Income and Expenses
-------------------------
Interest expense
-----------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  125     $  124     $    1      0.8

The change in interest expense for the three months ended March 31,
1997 was not significant.

---------------------------------------------------------------------
Other income, net
-----------------
                                                     Change
                                    March 31         Income   Percent
                                  ------------
(dollars in millions)            1997      1996     (Expense)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $   65     $   51     $   14     27.5

Other income, net includes earnings related to Ameritech's
investments (when the equity method of accounting is followed),
interest income and other nonoperating items.  The increase in other
income, net for the three months ended March 31, 1997 was due
primarily to increased equity earnings from international
investments, primarily Belgacom and Matav in Hungary.  Ameritech's
investment in Belgacom (approximately 17.5 percent) was finalized in
late March 1996, and no equity earnings were recorded by Ameritech in
the first quarter of 1996.  These increases were slowed by the
effects of a stronger U.S. dollar versus local foreign currencies, as
well as a decrease in interest income.


---------------------------------------------------------------------
Income taxes
------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  316     $  271     $   45     16.6

The increase in income tax expense for the three months ended March
31, 1997 was due primarily to an increase in pretax earnings, as
discussed above.  The Company's effective tax rate increased slightly
over the comparable prior year period, largely due to a decrease in
the amortization of investment tax credits relative to pretax income.

                                  
                                 10
                                  

<PAGE>11

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

FINANCIAL CONDITION AND OTHER MATTERS
-------------------------------------
Capital expenditures
--------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  533     $  466     $   67     14.4

The increase in capital expenditures for the three months ended March
31, 1997 related primarily to higher capital expenditures at the
landline communications subsidiaries and the cellular subsidiary to
accommodate growth.

---------------------------------------------------------------------
Dividends declared
-------------------
                                    March 31        Increase  Percent
                                  ------------
(dollars in millions)            1997      1996    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  311     $  294     $   17      5.8

On March 19, 1997, the Board of Directors declared a quarterly
dividend of $0.565 per common share, a 6.6 percent increase over the
$0.53 per common share declared in the first quarter of the prior
year.  The weighted average number of common shares outstanding
decreased to 550.5 million shares in the three months ended March 31,
1997 from 554.8 million shares in the comparable prior year period,
primarily as a result of the Company's stock buy-back program.

---------------------------------------------------------------------
Debt ratio
----------
The debt ratio was 47.2 percent as of March 31, 1997, compared with
49.7 percent as of December 31, 1996.  The decrease is largely
attributable to a decrease in debt balances due primarily to an
improvement in cash flow from operations, combined with an increase
in equity due to higher cumulative earnings.

---------------------------------------------------------------------
Ratio of earnings to fixed charges
----------------------------------
The ratio of earnings to fixed charges for the three months ended
March 31 was 6.32 in 1997 and 5.72 in 1996.

                                  
                                 11
                                  

<PAGE>12

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

Competition and the Telecommunications Act of 1996
--------------------------------------------------
The Company's local service markets have been opened to competition
from interexchange carriers and other local service providers, as
required by the Telecommunications Act of 1996 (the 1996 Act).
Interconnection agreements that the Company has signed require it to
allow access to network elements at cost-based rates or services at
discounted, wholesale rates.  These agreements may result in some
downward pressure on local service revenues, as a portion of the
Company's revenue shifts from local service at retail rates to
network access at wholesale rates.

The 1996 Act was also designed to bring renewed scrutiny of the
current universal service funding policy.  Historically, network
access charges have been used to help local exchange carriers ensure
universal basic telephone service to all customers.  The FCC is
expected to review and possibly modify this policy during 1997.  Any
modifications by the FCC may result in changes to the Company's
revenue stream related to network access charges.

Ameritech expects to request permission to offer interLATA long
distance service in each of its five region states during 1997.  For
each request, following review by the state commission the FCC will
have 90 days to determine whether Ameritech has met the provisions of
the 14-point competitive checklist and other statutory requirements
and whether the Company should be allowed to offer interLATA long
distance service.  Although the timing of review and approval of
these requests is uncertain, the Company is fully prepared to provide
long distance service in its own region pending these regulatory
approvals.  Notwithstanding the potential for an adverse effect on
certain revenue streams of the Company, Ameritech expects to capture
a major share of expected growth in the communications marketplace,
including interLATA long distance.

New Zealand Share Repurchase
----------------------------
In November 1996, Telecom Corporation of New Zealand Limited (New
Zealand Telecom) announced plans to repurchase in 1997 a portion of
its stock.  Ameritech has a 24.8% ownership interest in New Zealand
Telecom. In order to continue to comply with the New Zealand
government's requirement that the Company and Bell Atlantic
Corporation, which also has a 24.8% interest, not own more than 49.9%
of New Zealand Telecom's stock, the Company is selling a pro rata
portion of its shares to New Zealand Telecom during 1997, resulting
in expected total cash proceeds to the Company of about $165 million
(based on the 1996 year-end exchange rate), while not materially
changing its percentage ownership in New Zealand Telecom.  The
Company had received proceeds of approximately $21 million as of
March 31, 1997 and approximately $51 million as of April 30, 1997 as
a result of this repurchase program.

                                  
                                 12
                                  

<PAGE>13

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

Belgacom Restructuring
----------------------
Belgacom has announced a restructuring plan including a proposal to
offer voluntary early retirement to about 6,500 employees.  Employees
may sign up for the offer beginning May 5, 1997 and ending May 31, 1997.
Ameritech, when applying the equity method of accounting for
its share of Belgacom earnings, will reflect the deemed cost of this
restructuring in the quarter ending June 30, 1997.  The magnitude of
the restructuring charge is dependent upon the number of employees
accepting the offer.  Most of the financial incentives being offered
to employees will be funded by the Belgacom sponsored pension plan.

Effects of Foreign Currency Fluctuations
----------------------------------------
Ameritech's foreign operations and investments in international
ventures are subject to certain risks related to fluctuation in
foreign currency exchange rates.  In the first quarter of 1997, a
strengthening U.S. dollar resulted in the Company recognizing 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, while 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 shareowners' equity.  It is impossible to determine the
impact that these currency fluctuations will have on future results
of operations or financial position.  Foreign operations continue to
provide strong financial results and earnings growth.

New Accounting Pronouncements
-----------------------------
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (FAS) No. 128,
"Earnings Per Share."  This statement specifies the computation,
presentation and disclosure requirements for earnings per share
(EPS)previously found in Accounting Principles Board (APB) Opinion
No. 15.  It replaces the presentation of primary EPS with a
presentation of basic EPS, and requires dual presentation of basic
and diluted EPS on the face of the income statement for all
entities with complex capital structures.  The statement is
effective for financial statements issued for periods ending after
December 15, 1997, and early application is not permitted.  The
Company does not expect adoption of this standard to have a
material effect on its financial statements, since dilutive
potential common shares historically have not resulted in material
EPS dilution.

                                  
                                 13
                                  

<PAGE>14

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Private Securities Litigation Reform Act Safe Harbor Statement
--------------------------------------------------------------
Except for historical information contained herein, the above
discussion contains certain forward-looking statements that
involve potential risks and uncertainties.  The Company's future
results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences
include, but are not limited to, changes in economic and market
conditions, effects of state and federal regulation, risks
inherent in international operations and the impact of new
technologies.  Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof.  The Company undertakes no obligation to revise or
update these forward-looking statements to reflect events or
circumstances that arise after the date hereof or to reflect the
occurrence of unanticipated events.

 
 
                                  
                                 14
                                  


<PAGE>15

                AMERITECH CORPORATION AND SUBSIDIARIES
                                   
                                   
                                   
Part II - Other Information
---------------------------
Item 4    Submission of Matters to a Vote of Security Holders.
------    ---------------------------------------------------
(a)   The 1997 Annual Meeting of Shareowners was held on April 16,
      1997.

        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 462,455,012 or 83.95 percent
      of the common shares of Ameritech outstanding on February 18,
      1997, 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 the Company to terms
      expiring in 1998.
      
      DIRECTORS                    FOR        WITHHELD
      ---------                    ---        --------
      Donald C. Clark          453,434,524     9,020,488
      Melvin R. Goodes         454,138,994     8,316,018
      James A. Henderson       453,989,468     8,465,544
      John B. McCoy            454,151,021     8,303,991
      Laura D'Andrea Tyson     450,486,048    11,968,964

      The largest percentage of shares withheld from voting with
      respect to any nominee for director was 2.588 percent.  The
      terms of office of the following Directors continued after the
      meeting:  Hanna Holborn Gray, Ph.D., Sheldon B. Lubar, Lynn M.
      Martin, Arthur C. Martinez, Richard C. Notebaert, John D. Ong,
      A. Barry Rand and James A. Unruh.
      
(c)   Shareowners ratified the appointment of Arthur Andersen LLP, as
      independent public accountants, to examine the consolidated
      financial statements for the current year ending December 31,
      1997.  The vote was 455,062,549 shares FOR and 4,054,349 shares
      AGAINST, with 3,338,114 shares abstaining.
      
(d)   Shareowners approved the Ameritech Long-Term Stock Incentive
      Plan.  The vote was 350,298,404 shares FOR the proposal and
      58,629,735 shares AGAINST, with 9,557,661 shares abstaining and
      43,969,212 broker non-votes recorded.
      
(e)   A proposal by a shareowner to provide for cumulative voting in
      the election of directors was not approved.  A total of
      94,668,083 shares were voted FOR the proposal, 291,247,460
      shares were voted AGAINST, 32,569,997 shares abstained and
      broker nonvotes were recorded as to 43,969,472 shares.
      
                                   
                                  15
                                   

<PAGE>16

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

   (a)     Exhibits
           --------
       3b   By-laws of the Company as amended on March 19, 1997.
            
       11a  Statement re:  Computation of primary earnings per share
            of the three months ended March 31, 1997 and 1996.
            
       11b  Statement re:  Computation of fully diluted earnings per
            share for the three months ended March 31, 1997 and
            1996.
            
       12   Computation of ratio of earnings to fixed charges for
            the three months ended March 31, 1997 and March 31,
            1996.
            
       27   Financial Data Schedule.
            
   (b)     Reports on Form 8-K
           -------------------
       A Current Report on Form 8-K dated April 15, 1997 was filed
       under Item 5, Other Events, to report Ameritech's earnings
       for the first quarter of 1997.
                                  
                                 16
                                  

<PAGE>17

                                  
                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                                            Ameritech Corporation




Date:   May 6, 1997                         By  /s/ Barbara A. Klein
                                            ------------------------
                                            Barbara A. Klein
                                            Vice President and Comptroller

                                            (Principal Accounting Officer)
                                  
                                 17