<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, 1999
-------------------------------------------

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, 1999, 1,099,003,779 common shares were outstanding.


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

 1.    Financial Statements
       Condensed Consolidated Statements of Income for
          the three months ended
          March 31, 1999 and 1998                                     1
  
  
       Condensed Consolidated Balance Sheets as of
          March 31, 1999 and December 31, 1998                        2
  
  
       Condensed Consolidated Statements of Cash Flows for
          the three months ended March 31, 1999 and 1998              3
  
  
       Notes to Condensed Consolidated Financial Statements          4-12
  
  
 2.    Management's Discussion and Analysis of Financial
       Condition and Results of Operations                          13-35
  
  
 3.    Quantitative and Qualitative
        Disclosures About Market Risk                                36
  
                                     
                                  PART II
                             OTHER INFORMATION
                                     
  
 4.  Submission of Matters to a Vote of Security Holders             37
  
 6.  Exhibits and Reports on Form 8-K                                38
 
     Glossary                                                      40-42
  
                                     
                                     
                                     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
                                                 ---------------
                                                1999         1998
                                                ----         ----
Revenues
  Local service......................        $ 1,849      $ 1,682
  Interstate network access..........            675          614
  Intrastate network access..........            138          140
  Long-distance services.............            369          341
  Cellular, directory and other......          1,424        1,356
                                             -------      -------
                                               4,455        4,133
                                             -------      -------
Operating expenses
  Employee-related expenses..........          1,032        1,042
  Depreciation and amortization......            710          663
  Other operating expenses...........          1,413        1,261
  Restructuring......................           (44)          104
  Taxes other than income taxes......            162          158
                                             -------      -------
                                               3,273        3,228
                                             -------      -------
Operating income.....................          1,182          905
Interest expense.....................            134          175
Other income, net....................            111           51
                                             -------      -------
Income before income taxes...........          1,159          781
Income taxes.........................            427          289
                                             -------      -------
Net income...........................        $   732      $   492
                                             =======      =======
Earnings per common share
  Basic..............................        $  0.67      $  0.45
                                             =======      =======
  Diluted............................        $  0.66      $  0.44
                                             =======      =======
Dividends declared per common
 share...............................        $ 0.3175     $  0.30
                                             =======      =======









See Notes to Condensed Consolidated Financial Statements.
                                  
                               Page 1
                                  


<PAGE>

                 AMERITECH CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in millions)
                                    
                                         March 31, 1999  Dec. 31, 1998
                                         --------------  -------------
                                            (Unaudited)  (Derived from
                                                            Audited
                                                           Financial
                                                          Statements)
ASSETS
Current assets
 Cash and temporary cash investments........  $    666      $    139
 Receivables, net...........................     2,879         3,052
 Installment receivable from
   TCNZ share sale..........................       221           940
 Material and supplies......................       341           345
 Prepaid and other..........................       691           654
                                              --------      --------
                                                 4,798         5,130
                                              --------      --------
Property, plant and equipment...............    36,976        36,344
 Less, accumulated depreciation.............    22,562        22,039
                                              --------      --------
                                                14,414        14,305
                                              --------      --------
Investments, primarily international........     4,651         4,938
Other assets and deferred charges...........     5,933         5,926
                                              --------      --------
Total assets................................  $ 29,796      $ 30,299
                                              ========      ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities
 Debt maturing within one year..............  $  1,862      $  2,619
 Accounts payable...........................     1,976         1,905
 Other......................................     3,580         3,476
                                              --------      --------
                                                 7,418         8,000
                                              --------      --------
Long-term debt..............................     5,521         5,557
                                              --------      --------
Deferred credits and other long-term liabilities
 Accumulated deferred income taxes..........     1,557         1,502
 Unamortized investment tax credits.........       110           115
 Postretirement benefits
   other than pensions......................     2,914         2,918
 Other......................................     1,359         1,310
                                              --------      --------
                                                 5,940         5,845
                                              --------      --------
Shareowners' equity
 Common stock, par value $1; 2.4 billion
   shares authorized, 1,177 million issued
   in 1999 and 1998.........................     1,177         1,177
 Proceeds in excess of par value............     5,549         5,493
 Reinvested earnings........................     6,838         6,455
 Treasury stock, at cost (79 million shares
   in 1999 and 78 million shares in 1998)...    (2,023)       (1,923)
 Deferred compensation......................       (37)         (114)
 Accumulated other comprehensive income.....      (587)         (191)
                                              --------      --------
                                                10,917        10,897
                                              --------      --------
Total liabilities and shareowners' equity...  $ 29,796      $ 30,299
                                              ========      ========

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
                                                    -------------
                                                  1999         1998
                                                  ----         ----
Cash Flows from Operating Activities
Net income...................................  $   732      $   492
 Adjustments to net income
  Restructuring, net of tax..................      (27)          64
  Depreciation and amortization..............      710          663
  Deferred income taxes, net.................       55           15
  Investment tax credits, net................       (5)          (6)
  Capitalized interest.......................       (6)          (5)
  Change in accounts receivable, net.........      173          116
  Change in material and supplies............       (4)         (68)
  Change in certain other current assets.....      (65)         (36)
  Change in accounts payable.................        71        (116)
  Change in certain other current
   liabilities...............................      132          255
  Change in certain other noncurrent
    assets and liabilities...................      (49)        (257)
  Undistributed equity earnings
    in affiliates............................     (105)         (72)
  Other operating activities, net............       (2)          75
                                               -------      -------
Net cash from operating activities...........    1,610        1,120
                                               -------      -------
Cash Flows from Investing Activities
Capital expenditures.........................     (718)        (658)
Additional investments, principally
 Tele Danmark...............................        (8)      (3,132)
Proceeds from repayment of GEIS note.........       --          473
Proceeds from sale of TCNZ shares............      750           --
Other investing activities, net..............        7           20
                                               -------      -------
Net cash from investing activities...........       31       (3,297)
                                               -------      -------
Cash Flows from Financing Activities
Net change in short-term debt................     (721)        (135)
Issuance of long-term debt...................       --        2,500
Retirement of long-term debt.................       (1)          (9)
Dividend payments............................     (349)        (329)
Proceeds from reissuance of treasury stock...      109          167
Repurchase of common stock...................     (152)        (108)
                                               -------      -------
Net cash from financing activities...........   (1,114)       2,086
                                               -------      -------
Net increase (decrease) in cash and temporary
 cash investments............................      527          (91)
Cash and temporary cash investments,
 beginning of period.........................      139          239
                                               -------      -------
Cash and temporary cash investments,
 end of period...............................  $   666      $   148
                                               =======      =======

See Notes to Condensed Consolidated Financial Statements.
                                    
                                 Page 3
                                    

<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


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 1998 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 40 through 42.


Note 2:  Sale of Investment in Telecom Corporation of
         New Zealand Limited

Beginning in 1990, Ameritech had an investment in Telecom Corporation
of New Zealand Limited (TCNZ), New Zealand's principal supplier of
domestic and international communications services.  In April 1998,
we sold substantially all of our remaining 24.95% stake in TCNZ in a
global stock offering and recorded a gain of approximately $1 billion
in the second quarter of 1998. We originally received $1.078 billion
with the remaining sale proceeds due in 1999. During the three months
ended March 31, 1999, we received additional sales proceeds of $750
million, leaving a receivable balance of $221 million.  We received
the remaining cash in early April 1999.


Note 3:  Pending Investment in Bell Canada

On March 24, 1999, Ameritech and BCE Inc., a publicly traded Canadian
communications company, announced their binding agreement to enter
into a strategic partnership arrangement providing for a number of
joint development and operational projects.  Under the terms of this
arrangement, Ameritech will invest approximately Cdn $5.1 billion (US
$3.4 billion) for a 20% minority interest in Bell Canada, a wholly
owned subsidiary of BCE.  Following the investment, BCE will retain
80% and we will own the remaining 20% of Bell Canada through a
holding company.  The agreement has been approved by the Boards of
Directors of both companies and is expected to close by the end of
May 1999, pending regulatory approvals.

As part of the agreement, Bell Canada will be reorganized to hold
certain telecommunications assets previously held by BCE. Bell Canada
will acquire from BCE all of its interests in BCE Mobile
Communications, Inc. (65%), a wireless company; Teleglobe Inc.
(21.5%), a provider of international telecommunications services; and
BCE's equity investments in six regional Canadian telecommunications
companies.  Bell Canada will continue to hold its investments in BCE
Nexxia Inc., an Internet broadband service provider; Bell ActiMedia
Inc., a yellow pages directory company; and Manitoba Telecom Services
Inc., a regional telecom company.  After giving effect to these
transactions, Bell Canada's pro forma 1998 revenues would have been
Cdn $12.7 billion (US $8.3 billion), its asset base would have been
Cdn $20.0 billion (US $13.2 billion) and debt would have been Cdn
$11.1 billion (US $7.3 billion).
                                  
                                  
                               Page 4
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 3:  Pending Investment in Bell Canada (cont'd.)

We and BCE have entered into a shareholders agreement that provides
us with the right to nominate two of ten Directors to the Board of
Directors of Bell Canada, nominate one Director to the BCE Mobile
Board of Directors, appoint the Chief Financial Officer of Bell
Canada and participate in an exchange of approximately 15 other
professionals.  This agreement also provides for other minority or
protective rights between the parties.  The shareholders agreement
with BCE also provides that at any time during the periods July 1,
2002 through December 31, 2002, and July 1, 2004 through December 31,
2004, we have the option to sell all of our shares acquired in this
transaction to BCE.  The selling price would be fair market value
plus 25%.  Similarly, BCE has the right to purchase our Bell Canada
shares during the same time frames and at the same price.

The shareholders agreement also provides that Ameritech has the right
to sell its shares acquired in this transaction to BCE upon a change
in control of BCE.  During the first five years we own our shares,
the price would be the highest of the following:  (a) our original
purchase price plus 15%, compounded annually, adjusted downward for
any returns of capital or cash dividends already received by
Ameritech;  (b) fair market value plus 25%; or (c) the implied value
in the transaction that gave rise to the change in control at BCE.
After the fifth year, the price would be the higher of fair market
value or the implied value in the transaction that gave rise to the
change in control at BCE.  Similarly, BCE may call our Bell Canada
shares at any time if there is a change in control of Ameritech
(specifically excluding the pending SBC Merger).  BCE's price would
be fair market value.  The shareholders agreement also provides for
rights of first refusal and rights of first offer.

We will account for this investment using the equity method of
accounting.  We intend to fund our investment with available cash and
additional debt borrowings, either through existing lending
arrangements, new debt financing or a combination.  We are purchasing
forward contracts to acquire Canadian dollars in order to manage our
foreign currency risk.  As of May 13, 1999, we purchased
approximately 75% of our commitment with forward contracts.

Both Moody's Investor Services and Standard & Poor's have reaffirmed
their prior credit ratings of Ameritech, despite Moody's earlier
announced "credit watch with negative implications" following the
announcement of our pending transaction with BCE.  S&P previously had
advised us that our credit rating may be downgraded in the event our
Merger with SBC is completed.


Note 4:  Proposed Merger with SBC Communications Inc.

On May 11, 1998, Ameritech and SBC Communications Inc. (SBC) jointly
announced their signing of a definitive merger agreement (Merger
Agreement).  The Merger Agreement provides that a wholly owned
subsidiary of SBC will be merged into Ameritech (the Merger) and
Ameritech will become a wholly owned subsidiary of SBC.  The Merger
is intended to be accounted for as a pooling of interests and to be a
tax-free reorganization.  In the Merger, each share of Ameritech
common stock (other than shares owned by Ameritech, SBC or their
respective subsidiaries) will be converted into and exchanged for
1.316 shares of SBC common stock.
                                  
                                  
                               Page 5
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 4:  Proposed Merger
         with SBC Communications Inc. (cont'd.)

The Merger has been approved by the Board of Directors and the
shareowners of each company, but remains subject to various
regulatory approvals, principally by the Federal Communications
Commission (FCC) and the Illinois Commerce Commission (ICC).

On March 23, 1999, the Department of Justice entered into a consent
decree with Ameritech and SBC that would provide a basis for
Department of Justice clearance of both the Merger and SBC's proposed
acquisition of Comcast Cellular Corporation.  The consent decree
requires the parties to divest certain "overlapping" cellular
properties in 17 markets in Illinois, Indiana and Missouri,
including, as previously undertaken by Ameritech and SBC, those in
Chicago and St. Louis.

On April 5, 1999, Ameritech announced an agreement to sell 20
Midwestern cellular properties for $3.27 billion in cash to a venture
of GTE Corporation and Georgetown Partners, effectively meeting U.S.
Department of Justice conditions for approval of the SBC-Ameritech
Merger.  The sale, which is contingent on the closing of the Merger,
eliminates the overlapping cellular properties that would result from
the Merger.  The venture, led by GTE and including Georgetown
Partners, will acquire Ameritech's cellular properties in Chicago,
St. Louis and surrounding areas of Illinois, northwestern Indiana and
Missouri.  These properties include a population of 11.4 million and
serve nearly 1.5 million cellular customers.  Up to 1,700 of
Ameritech's cellular employees may transfer to GTE upon completion of
the sale.

After a required 60-day comment period on the proposed consent
decree, which ends on June 28, 1999, the Department of Justice is
expected to reply to any public comments and seek final approval and
entry of the decree by the U.S. District Court in Washington, D.C.

On April 26, 1999, the hearing examiners of the ICC issued their
revised proposed order approving the Merger subject to certain
conditions.  The more significant proposed conditions are to return
to customers 25% of the actual net merger-related savings, which may
be increased to 50% if certain performance requirements are not met.
It is further proposed that SBC must not reduce certain employment
levels due to the Merger, and that capital investments and charitable
contributions in Illinois are continued generally at historical
levels.  The proposed order now goes to the commissioners of the ICC
for deliberations and a vote.  Under Illinois law, such vote must
occur on or before June 24, 1999.

On April 8, 1999, the Public Utilities Commission of Ohio (PUCO)
approved the Merger based on a settlement agreement between the PUCO
staff, Ameritech, SBC, the Ohio Consumers' Counsel and certain
consumer groups and new competitors of Ameritech in Ohio.  The
settlement, among other things, guarantees Ameritech Ohio workforce
levels for two years, extends the Advantage Ohio price cap plan for
basic residential phone rates, provides for certain discounts for
resold local residential service and residential unbundled local
loops to foster facilities-based residential competition, sets
various competitive and service quality benchmarks and establishes
monetary penalties if those benchmarks are not met, and provides
financing for consumer education and community technology funds.
                                  
                                  
                               Page 6
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 4:  Proposed Merger
         with SBC Communications Inc. (cont'd.)

On May 5, 1999, the Indiana Utility Regulatory Commission (IURC)
issued an order asserting that the Merger is subject to IURC approval
under state law.  Ameritech disagrees with the IURC's assertion of
authority to vote on the Merger.

More detailed information relating to the terms and conditions of the
Merger is contained in the Joint Proxy Statement/Prospectus of
Ameritech and SBC dated October 15, 1998.


Note 5:  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.  We calculate diluted earnings per share by including all
dilutive potential common shares such as stock options.  No
adjustment to reported net income is required when computing diluted
earnings per share.

The following represents the average common shares outstanding and
dilutive potential common shares for the periods indicated:

                                               Three Months Ended
                                                    March 31
                                                ---------------

                                                  (millions)
                                               1999         1998
                                               ----         ----
Average common shares
  outstanding (000s)........               1,099,066    1,099,649
Dilutive potential common
  shares (000s).............                  12,922        8,968
                                           ---------    ---------
Average shares with
  dilution (000s)...........               1,111,988    1,108,617
                                           =========    =========


Note 6:  Reclassifications

We have made reclassifications to certain 1998 balances to correspond
to the presentation as of March 31, 1999.


Note 7:  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 that all components of
comprehensive income be reported in financial statements having the
same prominence as other financial statements.
                                  
                                  
                               Page 7
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 7:  Comprehensive Income (cont'd.)

Comprehensive income for the three months ended March 31, 1999 and
1998 was as follows:
                                               Three Months Ended
                                                    March 31
                                                ---------------
                                                  (millions)
                                               1999         1998
                                               ----         ----
  Net income.........................        $  732       $  492
  Foreign currency translation
    adjustment.......................          (399)        (114)
  Unrealized gain on
    available-for-sale
    securities ......................             8           --
  Reclassification adjustment to
    net income for realized gain
    on sale of securities ...........            (5)          --
                                             ------       ------
  Comprehensive income...............        $  336       $  378
                                             ======       ======

Our foreign operations and investments in international ventures are
subject to certain risks related to fluctuation in foreign currency
exchange rates.  Foreign exchange transaction gains and losses
incurred by wholly owned subsidiaries impact operating income, while
transaction gains and losses incurred by other international ventures
(primarily equity method investments) impact 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.

FAS 130 requires disclosure of the tax effects related to the
components of comprehensive income.  The deferred tax effect of the
unrealized gain on available-for-sale securities was a $3 million
charge for the three months ended March 31, 1999.  The deferred tax
effect of the realized gain in the first quarter of 1999 was a $2
million charge.  We do not recognize deferred income taxes on foreign
currency translation adjustments.


Note 8:  Restructuring

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 included employee-related (principally severance) costs of
approximately $54 million for the termination of the employment 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 charge in accordance with our existing severance plans
and following FAS 112, "Employers' Accounting for Postemployment
Benefits."  We have accounted for the other restructuring costs in
accordance with existing accounting literature for restructurings.
                                  
                                  
                               Page 8
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 8:  Restructuring (cont'd.)

Subsequent to announcing this restructuring plan, we agreed to merge
with SBC.  As a result, certain aspects of our restructuring plan
required modification due in part to our expectation that the U.S.
Department of Justice would require the parties to this merger to
divest overlapping cellular properties.  As previously discussed, on
March 23, 1999, the Department of Justice entered into a consent
decree with Ameritech and SBC delineating the overlapping cellular
properties required to be sold for that agency to approve the merger.
On April 5, 1999, Ameritech entered into a definitive agreement to
sell these "overlapping" cellular properties.  In view of this
agreement and other modifications to our 1998 restructuring plan, we
have reversed to income $44 million ($27 million after-tax) of the
original restructuring charge in the first quarter of 1999.  This
reversal also reflects several restructuring efforts that were
accomplished more cost efficiently than originally projected.  After
giving effect to the reversal, as of March 31, 1999, the company had
$32 million remaining from this restructuring charge, which we
anticipate using later in 1999.

Note 9:  Unconsolidated Investments

For investments accounted for using the equity method of accounting,
we increase our recorded investments for our allocable share of
earnings (adhering to purchase accounting and U.S. GAAP), reduce the
investment for distributions (dividends) received and give effect to
any currency translation adjustments.  We did not receive any
material dividends in the first quarter of 1999, but received
dividends of $40 million in the first quarter last year from TCNZ.
Annual dividends from our investments in Belgacom, Matav and Tele
Danmark are anticipated to be paid in the second quarter 1999.

The following table presents summarized financial information of
significant investments accounted for using the equity method of
accounting after taking into account all adjustments necessary to
conform to U.S. GAAP, but excluding Ameritech's purchase adjustments
including goodwill:

Three Months Ended March 31 (millions)              Increase  Percent
--------------------------------------
                                 1999      1998    (Decrease)  Change
                                 ----      ----     --------   ------
Revenues                      $3,077     $3,262     $(184)     (5.7)
Operating income                 715        818      (103)    (12.5)
Net income                       408        461       (53)    (11.4)
Weighted average
  owned by Ameritech*            30.0%     26.3%       --       --

*  Represents Ameritech's weighted average share of revenues.

Results for the three months ended March 31, 1999 include the results
of our 41.6% share in Tele Danmark for the entire quarter and exclude
the results of TCNZ, an investment we sold in April 1998.  The first
quarter 1998 results include the results for TCNZ for the entire
quarter and include only two and a half months of our then 34%
interest in Tele Danmark.  We purchased our 34% interest in Tele
Danmark in mid-January 1998.  As part of the investment agreement,
Tele Danmark repurchased and retired all remaining shares owned by
the Danish government, effectively increasing our equity ownership to
41.6% of Tele Danmark in April 1998.
                                  
                                  
                               Page 9
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 10:  Accounting for Software Costs

We implemented a new accounting requirement, Statement of Position
(SOP) 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use," effective January 1, 1999.  This SOP,
issued by the American Institute of Certified Public Accountants
(AICPA) in March 1998, provides authoritative guidance for the
capitalization of certain costs related to computer software
developed or obtained for our internal applications.

With the implementation of SOP 98-1 in the first quarter of 1999, we
decreased operating expenses by $21 million ($13 million after-tax or
$0.01 per share).  We currently anticipate an annual operating
expense reduction of $200 million for all of 1999.  We have
historically expensed most computer software costs as incurred and
will be required to continue to expense all Year 2000 modification
costs as incurred.  We are amortizing most capitalized software over
five years.


Note 11:  Subsequent Event

We have entered into an agreement to sell $750 million of 6.25%
unsecured Eurodollar bonds, due May 18, 2009, 10 years from the
scheduled closing date.  We intend to use these proceeds to partially
fund our pending investment in Bell Canada (see Note 3).  The
financing is being made through our financing subsidiary, Ameritech
Capital Funding Corporation.


Note 12:  Segment Information

We have three reportable segments as defined by FAS 131, "Disclosures
About Segments of an Enterprise and Related Information."  They are
communications, information and entertainment, and international.
The communications segment provides telecommunications services such
as landline telephone service, cellular telephone and paging
services, and call management and data services to business and
residential customers primarily in the states of Illinois, Indiana,
Michigan, Ohio and Wisconsin.  Communications services also include
network access and interconnection services for interexchange
carriers and competitive providers of local telephone service.  The
information and entertainment segment provides printed and online
directories for business and residential users, security and alarm
monitoring services for homes and businesses, and cable TV services.
The international segment manages those of our investments in foreign
ventures which we account for using the equity method of accounting.
In addition to these reportable segments, we derive revenues from
other nonreportable segments, including lease financing services.

Our reportable segments are strategic business units or aggregations
of strategic business units that offer different products or
services.  They are managed separately based on differences in
customer base, strategic objectives or regulatory environment.  With
the exception of the international segment, management evaluates
segment performance based upon direct margin, which represents total
revenues less direct expenses attributable to that segment.  Results
are normalized for one-time items.  Management does not allocate
corporate overhead, centralized information technology (IT) costs,
interest income, interest expense, other nonoperating items or income
taxes when measuring segment results.  Corporate overhead and IT
costs
                                  
                                  
                               Page 10
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 12:  Segment Information (cont'd.)

are shown as a reconciling item in the reconciliation of segment
profit to consolidated operating income below.  The international
segment is evaluated based on income from equity-method investees
before one-time items.  Following is a summary of information about
segment profits and assets (dollars in millions):


COMMUNICATIONS
Three Months Ended March 31                         Increase  Percent
---------------------------
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------
Revenues from
   external customers          $ 3,920   $ 3,613    $ 307       8.5
Intersegment revenues               33        30        3      10.0
Segment profit                   1,626     1,446      180      12.4
---------------------------------------------------------------------


INFORMATION AND ENTERTAINMENT
Three Months Ended March 31                         Increase  Percent
---------------------------
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------
Revenues from
   external customers          $   552   $   494    $  58      11.7
Intersegment revenues                4         1        3      n/a
Segment profit                     131       160      (29)    (18.1)
---------------------------------------------------------------------


INTERNATIONAL
Three Months Ended March 31                         Increase  Percent
---------------------------
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------
Income from
   equity-method investees     $   111   $   101    $  10       9.9
---------------------------------------------------------------------


OTHER BUSINESS ACTIVITIES
Three Months Ended March 31                         Increase  Percent
---------------------------
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------
Revenues from
   external customers          $    42   $    38    $    4     10.5
Revenues from
   operating segments               21        17         4     23.5
Profit                              25        21         4     19.0
---------------------------------------------------------------------


                                  
                                  
                               Page 11
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
                                  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                           MARCH 31, 1999


Note 12:  Segment Information (cont'd.)


A reconciliation of reportable segment results to pretax income
follows:

Three Months Ended March 31                         Increase  Percent
---------------------------
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------
Communications and information
   and entertainment margins   $1,757    $1,606     $ 151       9.4
Margin from other
   business activities             25        21         4      19.0
Corporate and eliminations       (644)     (618)      (26)      4.2
Operating income before
   one-time items               1,138     1,009       129      12.8
One-time items
   in operating income             44      (104)      148    (142.3)
                               ------    ------
Operating income                1,182       905       277      30.6
Interest expense                  134       175       (41)    (23.4)
Income from international
   equity-method investees        111       101        10       9.9
Other income (expense)             --         4        (4)   (100.0)
Other one-time items               --       (54)       54    (100.0)
                               ------    ------
Pretax income                  $1,159    $  781     $ 378      48.4


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



Assets by reportable segment as of March 31, 1999 and December 31,
1998 follows:

                                                    Increase  Percent
                                  1999      1998   (Decrease)  Change
                                  ----      ----    --------   ------

Communications                 $19,752   $19,899    $(147)     (0.7)
Information and
   entertainment                 2,853     2,868      (15)     (0.5)
International                    6,459     7,438     (979)    (13.2)
---------------------------------------------------------------------
                                  
                               Page 12
                                  

<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, 1999 vs.
               THREE MONTH PERIOD ENDED MARCH 31, 1998
                                  
RESULTS OF OPERATIONS
---------------------

Results of operations for the three months ended March 31, 1999 were
impacted by a one-time, pretax credit of $44 million ($27 million
after-tax or $0.03 per share) related to a reduction to our 1998
accrual for restructuring determined to be no longer needed.  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 a 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, 1999,
compared with the prior year period, were as follows (dollars in
millions, except per share amounts):

Three Months Ended March 31                         Increase  Percent
---------------------------
                                 1999      1998    (Decrease)  Change
                                 ----      ----     --------   ------
Income before one-time items  $  705     $  590     $  115     19.5
EPS before one-time items
  Basic                         0.64       0.54       0.10     18.5
  Diluted                       0.63       0.53       0.10     18.9
Net income                       732        492        240     48.8
Earnings per share
  Basic                         0.67       0.45       0.22     48.9
  Diluted                       0.66       0.44       0.22     50.0

---------------------------------------------------------------------
Segments
--------

The following discussion makes reference to a new segment reporting
concept adopted in 1998.  As discussed more fully in Note 12 to the
condensed consolidated financial statements on pages 10 through 12,
based on how we manage our business, we have three reportable
segments.  Our largest segment is communications, which provides
landline telephone service, cellular telephone and paging services,
as well as call management and data services to business and
residential customers.  Our second segment is information and
entertainment, which provides printed and online directories for
business and residential users, security and alarm monitoring
services for homes and businesses, and cable TV services.  Our third
reportable segment is international, which manages our minority
equity investments in foreign ventures.  The international segment
has no revenues, as all accounting activity is recorded using the one-
line equity method of accounting.  We evaluate the performance of our
two revenue-producing segments on a direct margin basis, which
represents total revenues of that segment less direct expenses
attributed to it (excluding corporate allocations, information
technology costs, interest income or expense, income taxes and
certain other costs).

Our communications segment is characterized by stable revenue growth
and solid earnings.  Revenue growth in the information and
entertainment segment is somewhat higher, in part due to
acquisitions, but earnings growth is more modest due to the start-up
nature of our cable TV operation and normal integration costs being
incurred in our security services business.  The international
segment continues to contribute to earnings growth.
                                  
                               Page 13
                                  
<PAGE>

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

Total direct margin for reportable segments was $1,757 million in the
first quarter of 1999 and $1,606 in the first quarter of 1998.
Direct margin for the communications segment represented
approximately 92% in the first three months of 1999 compared with 90%
for the same period of 1998, and margin from the information and
entertainment segment represented the remaining 8% and 10% for those
same periods.

Direct margin in the communications segment increased in the first
quarter of 1999 due to increased profitability in the cellular
business, increased revenues from higher margin call management
services and steady growth in our landline communications business.

Margins in the information and entertainment segment have been
impacted by acquisitions we have made in our security services
business.  While these acquisitions have added to revenues, normal
integration costs have impacted our margins.  Further, the start-up
nature of our cable TV business, which did not have any revenues
until mid-1996 and now has more than 200,000 customers, has also
affected margins in this segment.

Segment assets in our international segment decreased $979 million or
13.2% from $7,438 million as of December 31, 1998 to $6,459 million
as of March 31, 1999.  This decrease reflects the receipt of $750
million in installment sales proceeds resulting from the sale of
substantially all our TCNZ shares, which was a receivable as of
December 31, 1998, and translation adjustments resulting from a
strong U.S. dollar when compared with local foreign currency (see
Note 7).

---------------------------------------------------------------------
Revenues
--------

We derive most of our revenues from the provisioning of landline
telephone service and supporting products, which represents
approximately 78% of total revenues from operating segments.  Other
significant sources of revenue in the first quarter of 1999 include
cellular and paging, which contributed approximately 10% of total
revenues, and directory advertising, which represented approximately
8% of total revenues.

Revenues increased by 7.8% to $4.46 billion in the first quarter of
1999, compared with $4.13 billion in the first quarter of 1998.
Revenue growth resulted from strong gains in local service and data
services revenues.  Rate reductions, resulting primarily from lower
access charges for landline communications services, partially offset
the increase.  Revenue growth in the first quarter of 1999 was 8.5%
in our communications segment and 11.7% in our information and
entertainment segment, due to strong growth in our security, Internet
access and directory businesses.

---------------------------------------------------------------------
Local service
-------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,849     $1,682     $  167      9.9

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.  These revenues
are included in the results of our communications
                                  
                               Page 14
                                  
<PAGE>

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

segment.  Local service revenues increased for the three months ended
March 31, 1999 due largely to a 14% increase in revenues from call
management services, resulting from strong growth in both the number
of activated features subscribed to on a monthly basis and services
provided on a pay-per-use basis.  Demand for data transport and
Internet access services also increased.  Total access lines in
service grew by 2.2% over the comparable prior year period, including
the impact of 89,000 fewer access lines sold to Century Telephone
Enterprises, Inc., in December 1998.

There were 21,146,000 access lines in service as of March 31, 1999
compared with 20,699,000 as of March 31, 1998 (restated to
standardize counting of voice-grade equivalent lines).

---------------------------------------------------------------------
Network access
--------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------
Interstate
----------

Three Months Ended            $  675     $  614     $   61      9.9
Intrastate
----------
Three Months Ended            $  138     $  140     $  (2)     (1.4)

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 are generated from both interstate and
intrastate services and are included in the results of our
communications segment.

Interstate network access revenues increased for the three months
ended March 31, 1999 due primarily to a 37% increase in high-capacity
channels.  Demand for dedicated circuits grew as Internet service
providers and other high-capacity users increased their utilization
of our network.  Interstate minutes of use increased by 5.8% for the
three months ended March 31, 1999, compared with the same period last
year, due primarily to growth in the number of calls handled for
interexchange carriers.  These increases were partially offset by
rate reductions effective July 1, 1998 under the FCC annual access
filing.  These rate reductions were partially offset by increased end
user fees resulting from the number portability surcharge effective
February 1, 1999.

Intrastate network access revenues decreased for the three months
ended March 31, 1999 due primarily to intrastate access rate
reductions that became effective in July 1998.  We experienced volume
increases, largely resulting from growth in network usage by
alternative providers of intraLATA toll service in Indiana and Ohio,
which implemented Dial 1 + capability in February 1999, as well as in
Michigan where Dial 1 + capability was expanded.  These volume
increases, combined with an increase in revenues from special access
services, partially offset the decreases.  Intrastate minutes of use
increased by 9.2% for the three months ended March 31, 1999, compared
with the same period last year.
                                  
                               Page 15
                                  
<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)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  369     $  341     $   28      8.2

Most of our 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).  We have also started to
provide long-distance service outside our five-state region.  These
revenues are included in the results of our communications segment.

Long-distance service revenues increased for the three months ended
March 31, 1999, reflecting out-of-region volume increases, partially
offset by in-region volume decreases.  Out-of-region volume increases
were attributable to our long-distance unit, Ameritech
Communications, Inc., which is certified to provide long-distance
service outside our region, and Ameritech Global Gateway Services, a
subsidiary offering international switching and transport
capabilities.  In-region volume decreases resulted largely from
implementation of Dial 1 + capability in Indiana and Ohio in February
1999, together with existing Dial 1 + capability in Illinois,
Michigan and Wisconsin, which increased competition in our intraLATA
toll markets.

---------------------------------------------------------------------
Cellular, directory and other
-----------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,424     $1,356     $   68      5.0

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, security services and
cable TV programming.  These revenues result from both our
communications and information and entertainment segments, as well as
from other business activities such as lease financing, not included
in results of reportable segments.

Cellular, directory and other revenues increased for the three months
ended March 31, 1999, due to the following factors:
- Increased directory revenues, resulting primarily from a revised
  directory agreement for Illinois and parts of Indiana, as well as
  higher revenues from our Internet yellow pages service;
- Higher wireless revenues resulting from growth in the number of
  cellular subscribers compared with the same period last year.  We
  had 3.7 million total cellular subscribers, compared with 3.3
  million in the comparable prior year period; and,
- Other miscellaneous revenue increases resulting primarily from
  increased revenues from cable TV, capital services, security
  services and voice mail.

These revenue increases were partially offset by a $28 million
retroactive revenue adjustment resulting from an FCC ruling which
lowered the pay phone per call compensation we receive from other
communications companies.
                                  
                               Page 16
                                  
<PAGE>

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

Total operating expenses increased by $45 million, or 1.4%, to $3.27
billion in the first quarter of 1999.  The increase occurred
primarily in our communications segment, reflecting increased
depreciation and amortization, cost of sales and access charge
expenses.  These increases were partially offset by a restructuring
credit of $44 million in the first quarter of 1999, as compared with
a restructuring charge of $104 million in the first quarter of 1998.

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

                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,032     $1,042     $ (10)     (1.0)

Employee-related expenses decreased for the three months ended March
31, 1999, due primarily to lower employee levels across most
subsidiaries, except our data subsidiaries, where employee levels
have increased.  This decrease was partially offset by wage rate
increases reflecting new union contracts effective in mid-1998.

We employed 69,624 people as of March 31, 1999, compared with 72,944
as of March 31, 1998.

---------------------------------------------------------------------
Depreciation and
  amortization
------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  710     $  663     $   47      7.1

Depreciation and amortization expense increased for the three months
ended March 31, 1999 due primarily to higher property, plant and
equipment balances.  Higher depreciation rates on certain asset
categories contributed to the increase, as we used shorter
depreciable lives for newer technologies.  Amortization of goodwill
and other intangibles also contributed to the increase.

---------------------------------------------------------------------
Other operating expenses
------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $1,413     $1,261     $  152     12.1

Other operating expenses increased for the three months ended March
31, 1999.  This was due primarily to 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.  Access charges also increased at Ameritech
Communications, Inc., our out-of-region long-distance provider, and
at Ameritech Global Gateway Services, our international wholesale
long-distance provider.
                                  
                               Page 17
                                  
<PAGE>

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

Cost of sales increased for the three months ended March 31, 1999 due
primarily to growth in sales at our cellular, data and security
services operations.  Cost of sales also increased as a result of our
acquisition of Clover Technologies, a data integration company, in
the fourth quarter of 1998.  We also had increased costs of sales
related to sales of customer premises equipment.  Material costs at
our landline communications subsidiaries also contributed to the
increase.  A decrease in contract services expenses, due to our cost
containment program, and advertising, due to refocused sales and
marketing efforts, partially offset these increases.

Effective January 1, 1999, we adopted Statement of Position (SOP) 98-
1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," which required the capitalization of $21
million in software costs that previously would have been expensed.
(see Note 10).

---------------------------------------------------------------------
Restructuring
-------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $ (44)     $  104     $(148)   (142.3)

As discussed more fully in Note 8, we recorded a restructuring charge
of $104 million in 1998 and reversed a portion of it ($44 million) in
1999.  This restructuring was the principal reason for the reduction
in employees previously noted.

---------------------------------------------------------------------
Taxes other than income taxes
-----------------------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  162     $  158     $    4      2.5

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, 1999 primarily as a result of increases in gross receipts
taxes, principally in Illinois and Wisconsin.  These tax increases
were largely offset by property tax decreases resulting from tax
reform, primarily in Ohio, and lower property tax assessments at our
cellular unit.

---------------------------------------------------------------------
Other income and expenses
-------------------------
Interest expense
-----------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  134     $  175     $ (41)    (23.4)

Interest expense decreased for the three months ended March 31, 1999,
due primarily to our redemption of $1.3 billion in long-term debt in
late 1998.
                                  
                               Page 18
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Other income, net
-----------------
                                                      Change
                                     March 31        (Income) Percent
                                  ------------
(dollars in millions)            1999      1998      Expense   Change
 -------------------             ----      ----      -------   ------

Three Months Ended            $  111     $   51     $   60    117.6

Other income, net includes earnings related to Ameritech's
investments (accounted for by the equity method of accounting),
interest income and other nonoperating items.

Other income, net increased in the three months ended March 31, 1999
as compared with the comparable prior year period, as a result of a
one-time charge reflected in the first quarter of 1998.  This one-
time pretax charge of $54 million ($34 million after-tax) was a
currency-related fair-value adjustment related to our investment in
Tele Danmark.  Excluding this one-time charge, other income, net
increased between the first quarter of 1999 and that of 1998 due to
increased equity earnings.  The first quarter of 1998 included the
equity earnings of TCNZ, prior to the public sale of substantially
all of our shares in April 1998.  Equity earnings have increased in
the first quarter of 1999 reflecting strong financial results and
earnings growth from our European investments.

---------------------------------------------------------------------
Income taxes
------------
                                     March 31       Increase  Percent
                                  ------------
(dollars in millions)            1999      1998    (Decrease)  Change
 -------------------             ----      ----     --------   ------

Three Months Ended            $  427     $  289     $  138     47.8

Income taxes increased for the three months ended March 31, 1999,
primarily as a result of the change in pretax earnings, discussed
above.

---------------------------------------------------------------------
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------
Cash flows from operating activities
------------------------------------

Cash flows from operations were $1,610 million for the three months
ended March 31, 1999 compared with $1,120 million for the prior year
period, an increase of $490 million.  The increase was due primarily
to solid growth in our business, combined with improved levels of
working capital.

---------------------------------------------------------------------
Cash flows from investing activities
------------------------------------

Cash flows received from investing activities were $31 million for
the three months ended March 31, 1999, compared with cash flows used
by investing activities of $3,297 million for the three months ended
March 31, 1998.  Capital expenditures increased to $718 million for
the three months ended March 31, 1999, as compared with $658 million
for the comparable prior year period, reflecting continued investment
in the core communications segment.  In January 1998, we invested
$3.1 billion in Tele Danmark, the national communications provider in
Denmark.  Also in the first quarter of 1998, we received proceeds of
approximately $473 million from the repayment by General Electric of
the note related to our GEIS investment.  In the first quarter of
1999, we received proceeds of $750 million, representing installment
payments from the sale of substantially all our TCNZ shares.
                                  
                               Page 19
                                  
<PAGE>

               AMERITECH CORPORATION AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS (cont'd.)
                                  
Cash flows from financing and other activities
----------------------------------------------

Cash flows used by financing activities were $1,114 million for the
three months ended March 31, 1999, compared with cash received from
financing activities of $2,086 million for the three months ended
March 31, 1998.  Financing activity in the first three months of 1998
included issuance of $2.5 billion of long-term debt primarily to
finance our acquisition of Tele Danmark.  Other financing activities
for the first three months of 1998 include repayment of short-term
borrowings of $135 million and payment of our quarterly dividend of
$329 million.  We also reissued treasury shares for $167 million, and
repurchased shares of our stock for $108 million.

Financing activities for the first three months of 1999 included
repayment of short-term borrowings of $721 million, reflecting the
use of cash flow generated by operations and proceeds from the sale
of TCNZ shares.  Our quarterly dividend payments increased to $349
million in the first three months of 1999, reflecting the 5.8%
increase in the rate of our quarterly dividend on relatively constant
shares outstanding.  We also repurchased 2.4 million shares for $152
million, while receiving proceeds of $109 million from reissuance of
treasury shares.


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

Our Board of Directors has periodically authorized management to
repurchase shares of Ameritech stock in the open market.  Management
has the authority to repurchase approximately $1.345 billion of
additional Ameritech stock as of March 31, 1999; however, we have
agreed with SBC as part of the Merger Agreement to repurchase shares
only in connection with share issuance requirements under certain
benefit plans.


---------------------------------------------------------------------
Debt ratio
----------

Our debt ratio was 40.3% as of March 31, 1999, compared with 42.9% as
of December 31, 1998.  The decrease resulted primarily from strong
cash flow in the first quarter of 1999.


---------------------------------------------------------------------
Ratio of earnings to fixed charges
----------------------------------

The ratio of earnings to fixed charges for the three months ended
March 31 was 7.07 in 1999 and 4.42 in 1998.
                                  
                               Page 20
                                  

<PAGE>

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

Regulatory Environment
----------------------

The Telecommunications Act of 1996

The Telecommunications Act of 1996 (the 1996 Act) was intended to
stimulate competition in the market for communications services and
to remove barriers that prevented the telecommunications, cable TV
and broadcast industries from entering each others' businesses.  The
1996 Act addresses various aspects of competition within, and
regulation of, the communications industry.  In general, it includes
provisions designed to open local exchange markets to competition and
afford the RHCs and their affiliates the competitive opportunity to
provide interLATA (long-distance) services.  Under the 1996 Act, the
RHCs' ability to provide in-region long-distance services is
dependent upon their satisfaction of, among other conditions, a 14-
point "competitive checklist" of specific requirements for opening
the local market to competition.

FCC Oversight

The FCC develops and implements policies concerning interstate
communications by radio, television, wire, satellite and cable.  In
addition to developing regulations to carry out the intent of the
1996 Act, the FCC prescribes for certain communications companies a
uniform system of accounts and rules for apportioning costs between
regulated and nonregulated services.  The FCC, in consultation with
representatives of state regulatory commissions, is also responsible
for the principles and standard procedures used to separate regulated
property, plant and equipment costs, revenues, expenses, taxes and
reserves between those applicable to interstate services under FCC
jurisdiction and those applicable to intrastate services under the
respective state regulatory commission's jurisdiction.

Local Interconnection and Unbundled Access

In January 1999, the U.S. Supreme Court issued its opinion on various
cross-appeals of the 1997 decision of the U.S. Court of Appeals for
the Eighth Circuit (the Eighth Circuit Court) relating to the FCC's
1996 order on the local interconnection provisions of the 1996 Act
(the Interconnection Order).

The Supreme Court reversed portions of the Eighth Circuit Court's
earlier decision that had vacated several provisions of the
Interconnection Order.  The Supreme Court decided that the FCC has
rulemaking authority to implement the local competition provisions of
the 1996 Act, including pricing methodology.  This overturned the
Eighth Circuit Court's ruling that the states were vested with
exclusive jurisdiction over the pricing for local interconnection,
unbundled network elements and local service resale provided by
incumbent local exchange carriers (ILECs) to competitive local
exchange carriers (CLECs).  The Supreme Court also reinstated the
FCC's "pick and choose" rules allowing CLECs to select among
individual provisions from other existing interconnection agreements.

The Supreme Court upheld the FCC's determination that the definition
of a network element could include items beyond physical facilities
and equipment, such as operational support systems, operator
services, directory assistance and vertical
                                  
                               Page 21
                                  
<PAGE>

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

services such as call forwarding and caller notification.  It further
ruled that the FCC could bar ILECs from separating already combined
unbundled network elements.  However, the Supreme Court overturned
the FCC's rule identifying and requiring ILECs to offer specific
network elements, finding that the FCC had not adequately considered,
as required by the 1996 Act, whether those specific unbundled network
elements were "necessary" or whether the failure to provide access to
them might "impair" the ability of CLECs to provide competitive
services.  We believe that this ruling supports our view that the
objectives of the 1996 Act, including development and deployment of
advanced technologies desired by customers, will best be served by
encouraging infrastructure investments, rather than through unlimited
blanket access to all ILEC network elements.  On April 16, 1999, in
response to the Supreme Court's decision, the FCC issued a Second
Further Notice of Rulemaking regarding which network elements should
be made available to competitors.

Since the Eighth Circuit Court's 1997 opinion, local interconnection
matters and unbundled network element pricing have been resolved
primarily through negotiated interconnection agreements or state
commission arbitration proceedings.  The substantive validity of the
FCC's pricing rules, including its total element long-run incremental
cost (TELRIC) pricing methodology, was not before the Supreme Court,
and will be addressed by the Eighth Circuit Court on remand.  Pending
judicial resolution of the appropriate pricing methodologies and a
determination by the FCC of which unbundled network elements must be
made available, our landline communications subsidiaries expect to
continue to negotiate and enter into interconnection agreements and
pursue, through appropriate state or federal proceedings, timely
recovery of their costs.

In February 1999, we sought review by the U.S. Supreme Court of the
separate 1998 Eighth Circuit Court decision regarding shared
transport.  In that earlier decision, the Eighth Circuit Court had
upheld the FCC's determination that "shared transport," which would
include access to all of an ILEC's transport facilities, is a network
element that should be made available to competitors on an unbundled
basis.  In April 1999, the Government filed its opposition to our
petition.

The outcome of future regulatory and judicial developments in this
area is subject to continuing uncertainty.  We believe that the
pricing rules and methodologies generally adopted by our in-region
state commissions with respect to our existing interconnection
agreements should not differ materially from those that may be
applied under proposed FCC pricing methodologies.  We further expect
that future judicial or regulatory decisions will define reasonable
limiting standards, consistent with the purposes of the 1996 Act, as
to which of our existing network elements must be made available to
competitors.  We can give no assurance, however, that future
regulatory and judicial determinations may not have a material
adverse effect on future revenues and margins in our communications
segment.

Reciprocal Compensation

A number of CLECs are engaged in regulatory and judicial proceedings
with various ILECs, including our landline communications
subsidiaries, with respect to the payment of reciprocal compensation
to the CLECs for calls originating on the ILECs' networks for dial-up
connections to access the Internet via Internet service providers
(ISPs) served by the CLECs' networks.  The CLECs have asserted that
                                  
                               Page 22
                                  
<PAGE>

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

Reciprocal Compensation (cont'd.)

reciprocal compensation for such calls is provided for by
interconnection agreements between the CLECs and the ILECs.  Together
with other ILECs, we have maintained that we are not required to make
such reciprocal compensation payments pursuant to those agreements
because such traffic is interstate access service, not local.

On February 26, 1999, the FCC ruled that a substantial portion of
Internet traffic is interstate and therefore under federal law it is
not subject to reciprocal compensation obligations.  As a result, the
FCC issued a notice of proposed rulemaking to develop a federal inter-
carrier compensation rule for Internet traffic.  During the interim,
the FCC concluded that state commissions may determine in
arbitrations whether reciprocal compensation should be paid for this
traffic.  In finding that dial-up calls to ISPs are largely
interstate, the FCC concluded that dial-up traffic to the Internet
does not terminate at the ISP's local server, but continues to the
ultimate Internet Web site, which is often in another state.  This
echoed an earlier FCC opinion and order in response to a federal
tariff application for a high-speed dedicated Internet connection.
The FCC noted, however, that carriers remain bound by their existing
interconnection agreements, and thus may be subject to reciprocal
compensation obligations to the extent provided by such
interconnection agreements.  A number of CLECs have filed petitions
seeking federal appellate court review of the FCC's ruling on the
interstate nature of dial-up calls to ISPs.  Various ILECs have
challenged the FCC's order with respect to the ability of state
commissions to impose reciprocal compensation on Internet traffic.

We believe that this FCC ruling confirms our view that Internet
traffic is appropriately classified as interstate and that reciprocal
compensation is not payable in connection with dial-up access to the
Internet via ISPs.  We therefore intend to continue to pursue
judicial appeals of the contrary state commission determinations that
preceded this FCC ruling.  Cases that involve appeals by our landline
communications subsidiaries of adverse decisions are currently
pending before the U.S. Court of Appeals for the Seventh Circuit and
U.S. District Courts in Michigan and Wisconsin.  In Ohio, the PUCO
recently ruled on rehearing that our Ohio landline communications
subsidiary is required to make reciprocal compensation payments.  We
intend to appeal that order to the U.S. District Court.  We have
filed a petition for rehearing of a similar adverse determination by
the Indiana Utility Regulatory Commission (IURC).

We believe that our view, that reciprocal compensation is not payable
in these circumstances, ultimately should be upheld.  However, there
can be no assurance as to that outcome or that our landline
communications subsidiaries will not be required to begin or continue
to make such reciprocal compensation payments under existing
interconnection agreements.  Pending the outcome of our current
judicial appeals, our Illinois, Michigan and Wisconsin landline
communications subsidiaries are making reciprocal compensation
payments, under protest, pursuant to existing interconnection
agreements with CLECs providing services to ISPs.  Our Ohio landline
communications subsidiary has been ordered to begin to make
reciprocal compensation payments on or about June 19, 1999.  In
addition to such payments, we are making periodic accruals of amounts
which may become payable in Indiana in the event our view is not
ultimately upheld.
                                  
                               Page 23
                                  
<PAGE>

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

Universal Service, Access Charge Reform and Price Caps

In May 1997, the FCC issued three closely related orders that
established rules to implement the universal service provisions of
the 1996 Act (the Universal Service Order) and to revise both
interstate access charge pricing (the Access Reform Order) and the
price cap plan for ILECs (the Price Cap Order).

The FCC's Universal Service Order provides that all interstate
telecommunications providers will be required to contribute to
universal service funding, based on retail telecommunications
revenues.  The Universal Service Order establishes a multi-billion
dollar interstate universal service fund to help link eligible
schools and libraries and low-income consumers and rural health care
providers to the global telecommunications network (including the
Internet).  The FCC directed the phase-in of these funds through
1999.

In its Access Reform Order, the FCC restructured interstate access
pricing and adopted changes to its tariff structure that require
ILECs to use rates that reflect the type of costs incurred.  In
addition to the changes introduced in connection with the Access
Reform Order, we have implemented state changes that mirror the
federal access reform structure.  Various interexchange carriers
opposing such changes have filed with the Illinois, Michigan and
Wisconsin state commissions seeking lower access charges.  The state
commissions in Illinois (the ICC) and Michigan (the Michigan Public
Service Commission or MPSC), in response to such filings, have
ordered us to split the intrastate primary interexchange carrier
charge (PICC) into two separate per-line components, with one-half of
the total charge payable by the intraLATA toll carrier and the other
half by the interLATA toll carrier.  A similar split of the
intrastate PICC was ordered by the IURC in its ongoing investigation
of universal service and access reform.  Accordingly, the revenues we
receive from this charge will decrease to the extent that we are the
intraLATA toll carrier.  In addition, the MPSC required that these
changes be made retroactive to January 1, 1998, when the initial
tariffs for this charge were filed.  We have appealed the MPSC's
order.

Ameritech's interstate access revenues are subject to price cap
regulation, which limits prices rather than profits.  The Price Cap
Order effectively reduced access charges by increasing the price cap
productivity offset factor to 6.5% from the previous 5.3% and by
applying this factor uniformly to all access providers.  The order
also required ILECs subject to price cap regulation to set their 1997
price cap index assuming that the 6.5% factor had been in effect
since July 1996.  Certain parties have sought judicial review of the
Price Cap Order, and a decision by the U.S. Court of Appeals for the
District of Columbia Circuit (the D.C. Circuit Court) with respect to
these matters currently is pending.

We cannot predict the precise impact of these regulatory changes on
our business, especially as their nature and timing may evolve in
connection with judicial and FCC consideration of other provisions of
the 1996 Act.
                                  
                               Page 24
                                  
<PAGE>

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

Number portability

On May 5, 1998, the FCC entered an order to allow telecommunications
carriers, such as our landline communications subsidiaries, to
recover over a five-year period their carrier-specific costs of
implementing long-term number portability.  Long-term number
portability allows customers to retain their local telephone numbers
in the event they change local exchange carriers.  We are completing
implementation of long-term number portability in compliance with an
FCC-mandated schedule.  Our number portability surcharge became
effective February 1, 1999, subject to a designation order, which
could result in a reduced surcharge and a partial refund.

Acquisitions of Security Services Assets

On September 25, 1998, the FCC issued a Memorandum Opinion and Order
on Remand and Order to Show Cause relating to an asset acquisition by
our security services subsidiary, SecurityLink from Ameritech, Inc.
(SecurityLink) in 1996.  The FCC found that we had gained "financial
control" over the entity from which SecurityLink acquired the
security services assets, in violation of the 1996 Act, and required
that, within 30 days after issuance of the Order, we show cause why
the FCC should not require SecurityLink to divest the assets acquired
in this transaction.  Previously, the FCC had ruled that the same
transaction was permissible under the 1996 Act, and the D.C. Circuit
Court had vacated and remanded such decision to the FCC.  On October
26, 1998, we filed our response with the FCC, contending that
divestiture would not be an appropriate remedy.

Previously, on July 8, 1998, the FCC issued a Memorandum Opinion and
Order to Show Cause, finding that three separate asset acquisitions
by SecurityLink in 1997 (made after the first FCC ruling on security
services described above and before the D.C. Circuit Court decision)
violated the same provision of the 1996 Act, and ordering
SecurityLink to show cause why the FCC should not require divestiture
of the assets acquired in such transactions.  We filed our response
with the FCC on August 7, 1998, contending that divestiture would not
be an appropriate remedy.  The FCC's decision on these Orders to Show
Cause is pending.

Pay Phone Per Call Compensation

In February 1999, the FCC ruled on remand from the D.C. Circuit Court
that the rate interexchange carriers are to pay us for their
customers' "dial-around" access or toll-free calls originating on our
pay phones be decreased from $0.284 per call to $0.24 per call
commencing on the April 1999 effective date of the order.  The FCC
also directed that a reduced rate of $0.238 per call be applied
retroactively for the period from October 7, 1997 through the
effective date of the FCC order.  Based on the February 1999 FCC
ruling, which is under appeal, our pay phone revenues were reduced by
approximately $28 million in the first quarter of 1999.

Audit Report on Continuing Property Records

On March 12, 1999, the FCC released the result of a staff-level audit
of the property records of certain central office equipment
maintained by the RHCs, including our landline communications
subsidiaries.  Based solely on a physical verification audit, this
report alleged an overstatement, and consequently recommended a write-
                                  
                               Page 25
                                  
<PAGE>

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

Regulatory Environment (cont'd.)
--------------------------------

Audit Report on Continuing Property Records (cont'd.)

off, of approximately $567 million of our central office equipment.
In releasing this audit report, the FCC stated that it did not pass
judgment on its accuracy or the reasonableness of the audit's
conclusions or recommendations.

We have issued a response to the audit that, among other things,
disputes the validity of its auditing and statistical sampling
methods.  We also dispute the practical consequences of the FCC's
property audit while under a price cap regulatory plan.  Further, in
the event the FCC required us to write central office equipment off
our books, we believe there would be no accounting impact on net
plant because we follow the group method of depreciation.  Under this
method, plant retirements are charged against the accumulated
depreciation balance.

The FCC is currently seeking public comment on issues raised by the
audit results.

State Regulatory Commissions

ILLINOIS

In 1994, the ICC approved Advantage Illinois, providing a framework
for regulating Ameritech Illinois by capping prices for
noncompetitive services.  At the same time, the ICC approved a cap on
the monthly line charge for residential customers and residential
calling rates within local calling areas at March 1992 levels for
five years ending October 1999.  In return for these price
protections, the ICC removed a ceiling on earnings to reflect the
increasingly competitive communications industry and to create
incentives to invest in new technology, develop new services and
improve efficiency.  Lower prices are reflected in several product
and service areas, but the largest portion of the reductions comes
from lower usage rates in certain parts of the Chicago area.  These
rate reductions primarily impact local service revenues.  This is the
fifth consecutive year of price reductions, now totaling $747
million, under the Advantage Illinois price cap plan.

The ICC approved an Interim Order in December 1998 in Phase I of a
proceeding investigating access charges and universal service.  Phase
I dealt with tariff compliance issues.  Phase II hearings, which
dealt with policy issues for non-rural local exchange carriers,
concluded on March 26, 1999.

Ameritech Illinois has offered dialing parity in local toll markets
since 1996 by giving customers the ability to choose an alternate
carrier for intraLATA toll calls by dialing 1 before the phone number
(Dial 1 +).

INDIANA

In 1994, the IURC approved the Opportunity Indiana plan.  Under the
plan, we instituted market-based pricing and flexibility for
competitive services including Centrex, dedicated communications
services, 800 service, WATS, operator services and business intraLATA
toll service.  In 1997, Ameritech Indiana filed a revised alternative
regulation plan and requested an interim extension of Opportunity
Indiana, which was due to expire at the end of 1997.
                                  
                               Page 26
                                  
<PAGE>

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

Regulatory Environment (cont'd.)
--------------------------------

State Regulatory Commissions (cont'd.)

INDIANA (cont'd.)

In December 1997, the IURC issued a final order on interim relief in
the Opportunity Indiana proceeding.  The order addressed the manner
in which Ameritech Indiana will be regulated until such time as a
longer term replacement regulatory structure is finalized.  The
ruling extended most of the alternative regulation plan that had been
in place since 1994.  However, Ameritech Indiana was ordered to
reduce rates for basic residential and business service by 4.6% and
to continue infrastructure spending on fiber optics for interested
schools, hospitals and government centers, and on contributions to a
fund to provide distance learning equipment and courses in schools
all over the state.  Ameritech Indiana has initiated an appeal of
this order to the Indiana Court of Appeals.  Until such time as the
Court of Appeals issues a ruling, Ameritech Indiana will operate
under the provisions of the IURC's order, with the exception of the
requirement to reduce basic local service rates.  Because Indiana law
provides that Ameritech Indiana can continue charging current rates
until the order is entered on the appeal, basic local rates will be
maintained at current levels.  In January 1999, we filed Opportunity
Indiana II with the IURC.  Plan approval is expected late in 1999.

Ameritech Indiana has offered Dial 1 + capability in local toll
markets since February 8, 1999.

MICHIGAN

The Michigan Telecommunications Act (MTA), which is in effect until
January 2001, regulates certain telecommunications services provided
by Ameritech Michigan.  In 1996, the MPSC issued two orders requiring
Ameritech Michigan to provide statewide dialing parity on intraLATA
toll calls or to discount intraLATA toll access rates by 55% where
dialing parity was not implemented.  In January 1997, the Michigan
Court of Appeals issued a stay of the MPSC orders pending a
determination of Ameritech Michigan's appeal on the merits.  In
August, the Michigan Supreme Court declined AT&T's and MCI's motion
to vacate the Court of Appeals' stay.  In May 1998, the Court of
Appeals issued a decision which reversed the 1996 MPSC orders.  The
Court concluded that, under the plain language of the MTA, Ameritech
was required to provide intraLATA toll dialing parity to no more than
10% of its customers on January 1, 1996, until Ameritech obtained
interLATA relief.  The Court of Appeals also reversed the imposition
of a 55% discount on access charges.  The Michigan Supreme Court
granted applications for leave to appeal filed by AT&T, MCI WorldCom,
the MPSC and the Michigan Attorney General.  The Michigan Supreme
Court heard oral argument on March 11, 1999, and a decision on the
merits of the appeal is expected later this year.

While its application for leave to appeal was pending, MCI filed
another MPSC complaint asking the MPSC to reinstate the 55% discount
on access charges and to issue a new mandate for dialing parity.  The
MPSC granted MCI's complaint and required immediate implementation
for the remaining 30% of our access lines in its January 19, 1999
order.  Ameritech filed a motion for stay of the MPSC's order on
January 22, 1999.  The Michigan Court of Appeals granted that stay on
February 9, 1999.
                                  
                               Page 27
                                  
<PAGE>

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

Regulatory Environment (cont'd.)
--------------------------------

State Regulatory Commissions (cont'd.)

MICHIGAN (cont'd.)

MCI and AT&T have applied to the Michigan Supreme Court to vacate the
stay and to bypass the Michigan Court of Appeals.  On February 16,
1999, Ameritech Michigan filed a response to the Motion.  The Supreme
Court has not ruled on the motion.

On April 9, 1999, Ameritech Michigan filed an amended implementation
plan with respect to the remaining 30% of access lines for which
dialing parity had not been implemented.  On April 12, 1999, the MPSC
approved the plan.  Intrastate toll dialing parity was implemented
statewide for Michigan Bell access lines on May 12, 1999.

OHIO

In January 1995, Ameritech Ohio implemented the Advantage Ohio price
regulation plan following approval by the PUCO.  Rates for all
services were capped in 1995 and rates for basic access lines and
usage were capped for an additional five years.  The plan provides
for the ability to flexibly price competitive and discretionary
services.  Since the inception of the plan, Ameritech Ohio has
reduced rates in excess of $110 million.  At the same time, Ameritech
Ohio has invested $1.5 billion over four years improving the
telecommunications network.  Ameritech Ohio has committed to meeting
certain benchmarks for the deployment of advanced technology to
schools, hospitals and libraries, funding of community computer
centers, a discounted Lifeline telephone service for low-income
customers and $21 million in grants for new technology in public
schools and for economic development.  As part of the Merger
settlement approval by the PUCO, rates for basic residential service
will not increase.  The current price cap plan will be extended until
January 2002.

Pursuant to an order of the PUCO, Ameritech Ohio implemented Dial 1 +
capability in all of its exchanges effective February 8, 1999.

WISCONSIN

Under telecommunications legislation passed in 1994, the Public
Service Commission of Wisconsin (PSCW) regulates Ameritech
Wisconsin's prices rather than earnings.  Ameritech Wisconsin has
reduced basic local service rates twice since the switch to price
regulation reducing basic rates by 10%, or $14 million on an
annualized basis, beginning in 1994, and again by $2.5 million in
October 1998.  By year-end 1998, Ameritech Wisconsin had exceeded its
infrastructure commitment, which was to spend at least $700 million
by the year 2000 on new equipment and technology, deploying fiber
optics to hundreds of secondary schools, technical colleges,
universities, hospitals and libraries in the state.

Intrastate access rates have also declined along with interstate
access rates.  Since September 1996, all of Ameritech Wisconsin's
service area has had Dial 1 + capability.
                                  
                               Page 28
                                  
<PAGE>

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

Competitive environment
-----------------------

With the passage of the 1996 Act and other regulatory initiatives,
our local service markets have been more extensively opened to new
competitors, many of which are believed to have initially targeted
high-volume business customers in densely populated areas.
Interconnection agreements with competitive service providers require
our landline communications subsidiaries to provide interconnection
or access to unbundled network elements at cost-based rates and
telecommunications services at discounted, wholesale rates.  These
agreements and applicable tariffs 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 and
wholesale services at lower rates.  We cannot predict with certainty
the impact that these and other developments ultimately may have on
our future business, results of operations or financial condition.

Year 2000 Readiness Disclosure
------------------------------

The Year 2000 issue exists because many computer systems and
applications, including those embedded in equipment and facilities,
use two-digit rather than four-digit date fields to designate an
applicable year.  As a result, the systems and applications may not
properly recognize the year 2000 or process data that includes it,
potentially causing data miscalculations or inaccuracies or
operational malfunctions or failures.

We have established a centrally managed, companywide initiative to
identify, evaluate and address Year 2000 issues.  Begun in May 1996,
our Year 2000 effort covers our network and supporting infrastructure
for our provision of local switched and data telecommunications
services, cellular and paging services, cable TV service and security
services.  Also within the scope of this initiative are our
operational and financial information technology (IT) systems and
applications, end-user computing resources, and building systems,
such as security, elevator, and heating and cooling systems.  In
addition, the project includes a review of the Year 2000 compliance
efforts of our key suppliers and other principal business partners
and, as appropriate, the development of joint business support and
continuity plans for Year 2000 issues.  While this initiative is
broad in scope, it is structured to identify and prioritize our
efforts for mission-critical systems, network elements and products,
and key business partners.

Work is progressing in the following phases: inventory, assessment,
remediation, testing, deployment and monitoring.  Although the pace
of the work varies among our business units and the phases often are
conducted in parallel, as of March 31, 1999, the inventory and
assessment phases have been substantially completed, the remediation
and testing phases are nearing completion, and the deployment phase
is well under way.

As of March 31, 1999, nearly all of our network elements requiring
corrective activity, including substantially all of our core network
switches and other network components that we regard as mission-
critical, have been made Year 2000 ready and deployed back into
production.  As of March 31, 1999, more than 98% of our total
identified IT applications, including substantially all that we have
determined to be mission-critical, have been remediated, and a
majority of all corrected applications have completed certification
testing and been deployed back into production.  We have also made
substantial progress in Year 2000 readiness preparations for our
remaining infrastructure components (buildings and physical
                                  
                               Page 29
                                  
<PAGE>

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

Year 2000 Readiness Disclosure (cont'd.)
----------------------------------------

facilities, internal voice telephone systems, and desktop PCs), and
these efforts are scheduled to be completed in mid-1999.  Final
integration testing for certain critical systems and processes is
scheduled to be completed by the end of the third quarter of 1999.

With the majority of our various systems remediated and a substantial
portion of those already tested and deployed back into production, we
believe we are well positioned to complete the remediation and
deployment of our remaining systems, any additional testing that may
be necessary, and the development of our business contingency and
continuity plans in advance of the Year 2000 transition.  However,
our ability to meet that goal remains dependent upon a variety of
factors, including the timely provision of necessary upgrades and
modifications by our suppliers and contractors.  In some instances,
upgrades or modifications are not expected to be available until mid-
or late-1999.

We have sought Year 2000 readiness information from various third-
party suppliers on whom we depend for certain products or essential
services (such as electric utilities, interexchange carriers, etc.),
but we have no method of ensuring that these suppliers will convert
their critical systems and processes in a timely manner.  We are
developing business contingency and continuity plans (see discussion
below), and are continuing to work with our key suppliers as part of
a supplier compliance program to seek to minimize such risks.

There also may be Year 2000 issues in customer premises equipment
(CPE), including CPE that we have sold or maintained and CPE that is
used in connection with 911 services.  Although the customer
generally is responsible for CPE, customers could attribute a Year
2000 disruption in their CPE to a malfunction of our network service.
We have taken steps to encourage many of our customers potentially at
risk to undertake the necessary assessment and remedial activities to
avoid a Year 2000 problem with their equipment and systems.

We currently estimate that we will incur expenses of approximately
$250 million through 2001 in connection with our anticipated Year
2000 efforts, of which approximately $128 million had been incurred
through March 31, 1999.  The timing of our expenses may vary and is
not necessarily indicative of readiness efforts or progress to date.
We anticipate that a portion of our Year 2000 expenses will not be
incremental costs, but rather will represent the redeployment of
existing IT resources.  We also expect to incur certain capital
improvement costs (totaling approximately $14 million) to support
this project.  Such capital costs ($12 million as of March 31, 1999)
are being incurred sooner than originally planned but, for the most
part, would have been required in the normal course of business.

We have significant minority investments in large telecommunications
providers in Belgium, Denmark and Hungary.  Each of those companies
has plans in place and activities under way to address Year 2000
issues, and we are offering advice in these efforts as practical.
Based on information reported to us, the estimated proportionate
share of these companies' Year 2000 conversion costs that will flow
through to our earnings is not expected to be material.  As is true
for many companies outside the United States, we believe that the
Year 2000 readiness efforts of these carriers has not progressed as
far as our own, and we expect that the Year 2000 readiness conversion
and testing activities at some of these companies will continue into
late 1999.
                                  
                               Page 30
                                  
<PAGE>

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

Year 2000 Readiness Disclosure (cont'd.)
----------------------------------------

As with other communications services providers, there exists a worst
case scenario possibility that a failure to correct a Year 2000
program in one or more of our mission-critical network elements or IT
applications could cause a significant disruption of or interruption
in certain of our normal business functions.  Based on our
assessments and work to date, we believe that any such material
disruption to our operations due to failure of an internal system is
unlikely.  However, due to the uncertainty inherent in Year 2000
issues generally and those that are beyond our control in particular
(e.g., the final Year 2000 readiness of our suppliers, customers,
utilities, interconnecting carriers, and joint venture and foreign
investment interests), there can be no assurance that one or more
such failures would not have a material impact on our results of
operations, liquidity or financial condition.

As part of our Year 2000 initiative, we are evaluating scenarios that
may occur as a result of the century change and are in the process of
developing contingency and business continuity plans tailored for
Year 2000-related occurrences.  Contingency planning to maintain and
restore service in the event of natural disasters, power failures and
software-related problems has been part of our standard operation for
many years, and we are working to leverage this experience in the
development of contingency and continuity plans tailored to meet Year
2000-related challenges.  This work is being performed through
centrally managed, companywide teams organized by critical business
functions (including ordering, provisioning, maintenance, billing and
power).  Our contingency and business continuity plans are expected
to assess the potential for business disruption in various scenarios,
and to provide for key operational back-up, recovery and restoration
alternatives.

The above information is based on our current best estimates, which
were derived using numerous assumptions of future events, including
the availability and future costs of certain technological and other
resources, third-party modification actions and other factors.  Given
the complexity of these issues and possible unidentified risks,
actual results may vary materially from those anticipated and
discussed above.  Specific factors that might cause such differences
include, among others, the availability and cost of personnel trained
in this area, the ability to locate and correct all affected computer
code, the timing and success of Year 2000 remedial efforts of our
customers and suppliers, and similar uncertainties.

Euro Conversion
---------------

On January 1, 1999, 11 of the 15 member countries of the European
Union formed the Economic and Monetary Union (EMU) and established
fixed conversion rates between their sovereign currencies and the
future European currency unit, the euro.  The participating countries
agreed to adopt the euro as their common legal currency on that date.
The sovereign "legacy" currencies of these countries will continue in
circulation within the respective countries until at least January 1,
2002, but not later than July 1, 2002.  At the time of final
conversion, new euro-denominated bills and coins will be used
exclusively.

Our international business segment consists of several significant
minority investments in Europe, including Belgacom in Belgium, Tele
Danmark in Denmark and Matav in Hungary.  Of these, only Belgium is
among the countries that will convert
                                  
                               Page 31
                                  
<PAGE>

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

Euro Conversion (cont'd.)
-------------------------

to the euro; Tele Danmark, however, has operating affiliates in
several participating countries.  Management at these companies must
address several issues related to the conversion, including increased
price transparency, the tax treatment of conversion gain or loss,
changes to business processes and modification of information systems
to process euro-denominated transactions during the transition
period.

Management at our European affiliates has informed us that efforts to
convert computer systems and business processes are well under way
and are scheduled to be complete by the time the conversion takes
place.  Based on information reported to us, the estimated
proportionate share of euro-related costs that will flow through to
our earnings is not expected to be material.

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.  For the quarter ended March 31, 1999, due to
fluctuations in the U.S. dollar, we recognized some foreign exchange
transaction gains and losses and currency translation adjustments
related to these investments.  Foreign exchange transaction gains and
losses incurred by wholly owned subsidiaries affected operating
income.  Transaction gains and losses incurred by other international
ventures (primarily equity-method investments) affected other income,
net.  Translation adjustments resulted in a change in the investment
balance and a corresponding change in accumulated other comprehensive
income on the consolidated balance sheet.  While future fluctuations
in currency exchange rates could impact results of operations or
financial position, we expect foreign investments to continue to
provide strong financial results and earnings growth.

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.
                                  
                               Page 32
                                  
<PAGE>

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

Disclosures about market risk (cont'd.)
---------------------------------------


                         March 31, 1999     Dec. 31, 1998
                         --------------     -------------
Risk Category
  Interest rates                  $38               $ 39
  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 remained relatively constant as of
March 31, 1999 as compared with the valuation at December 31, 1998.
As previously noted, the value-at-risk model does not consider our
significant foreign equity-method investments.  The level of
commercial paper borrowing decreased from December 31, 1998 levels,
reflecting the receipt of the TCNZ share sale installment at March
31, 1999.  Volatility in interest rates has also moderated somewhat
for the shortest term commercial paper maturities.

FAS 133

In June 1998, the Financial Accounting Standards Board (FASB) issued
FAS 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement provides standardized accounting and
disclosure guidance for derivative instruments and the derivative
portion of certain similar contracts.  It amends FAS 52, "Foreign
Currency Translation," and FAS 107, "Disclosures about Fair Values of
Financial Instruments," and it supersedes a number of other financial
accounting standards.

The statement requires entities that use derivative instruments to
measure these instruments at fair value and record them as assets or
liabilities on the balance sheet.  It also requires entities to
reflect the gains or losses associated with changes in the fair value
of these derivatives, either in earnings or as a separate component
of comprehensive income, depending on the nature of the underlying
contract or transaction.

FAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999, and is to be adopted as of the
beginning of the fiscal year.  At the time of adoption, all
derivative instruments are to be measured at fair value and recorded
on the balance sheet.  Any differences between fair value and
carrying amount at that time will be recorded as a cumulative effect
of a change in accounting principle, in either net income or other
comprehensive income, as appropriate.  Adoption of this statement may
or may not have a material impact on our results of operations or
financial position, depending on the nature and magnitude of
derivative activity in which we engage and the changes in market
conditions with respect to foreign currencies, interest rates or
other underlying values.  We have not yet quantified the impacts of
the initial adoption of FAS 133 on our results of operations or
financial condition, nor have we determined when we will implement
the new standard.
                                  
                               Page 33
                                  
<PAGE>

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

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, or for products and services by
   companies in which we have substantial investments;
-  The effects of vigorous competition in the local exchange,
   intraLATA toll, cellular, data, cable TV, directory advertising or
   security services markets;
-  Federal regulatory developments that impact the
   telecommunications, security services and cable TV industries, and
   pending regulatory issues in state jurisdictions, as well as the
   outcome of any related judicial reviews;
-  The timing of and costs associated with entry into the interLATA
   long-distance market;
-  The timing of, and potential regulatory or other considerations
   relating to, the consummation of our proposed merger with SBC;
-  The potential impact of issues related to Year 2000 compliance;
-  Risks inherent in international operations, including possible
   economic, political or monetary instability, as well as the
   potential impact of Year 2000 compliance and euro currency
   conversion issues; and,
-  The impact of new technologies and the potential effect of delays
   in development or deployment of such technologies.

The words "expect," "believe," "anticipate," "estimate," "project,"
and "intend" and similar expressions are intended to identify forward-
looking statements.  These forward-looking statements are found at
various places throughout the Management's Discussion and Analysis
and elsewhere in this report.

You should not place undue reliance on these forward-looking
statements, which are applicable only as of the date hereof.  We have
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.
                                  
                               Page 34
                                  
<PAGE>


                Item 3 - Quantitative and Qualitative
                    Disclosures about Market Risk
                    -----------------------------
               AMERITECH CORPORATION AND SUBSIDIARIES
                                  

Information relating to market risk is included in Item 2,
Management's Discussion and Analysis of Financial Condition and
Results of Operations, in the Other Matters section under the caption
"Disclosures About Market Risk."
                                  
                               Page 35
                                  


<PAGE>

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

Item 4 Submission of Matters to a Vote of Security Holders.
------ ---------------------------------------------------
(a)   Our 1999 Annual Meeting of Shareowners was held on
      April 21, 1999.
      
        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 915,854,556.  This represented
      more than a majority of the common shares of Ameritech
      outstanding on February 22, 1999, the record date for the
      Annual Meeting, and therefore constituted a quorum.
      
(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 one-year
      terms expiring in 2000.
      
      DIRECTORS                       FOR       WITHHELD
      ---------                       ---       --------
      Donald C. Clark             901,222,897   14,631,659
      Melvin R. Goodes            902,345,866   13,508,690
      Hanna Holborn Gray          900,958,302   14,896,254
      James A. Henderson          902,120,675   13,733,881
      Sheldon B. Lubar            901,233,768   14,620,788
      Lynn M. Martin              901,282,269   14,572,287
      Arthur C. Martinez          901,721,915   14,132,641
      John B. McCoy               902,252,956   13,601,600
      Richard C. Notebaert        899,613,659   16,240,897
      John D. Ong                 901,653,140   14,201,416
      A. Barry Rand               902,262,687   13,591,869
      Laura D'Andrea Tyson        900,706,416   15,148,140
      James A. Unruh              902,432,145   13,422,411

      Each Director nominee received the favorable vote of more than
      98% of the shares voted.
      
(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,
      1999.  The vote was 902,451,511 shares FOR and 6,944,524 shares
      AGAINST such ratification, with 6,458,521 shares abstaining.
      
(d)   A proposal by a shareowner to provide for cumulative voting in
      the election of directors was not approved, as it received a
      favorable vote of only 27.33%, less than the majority required
      for its adoption.  A total of 222,711,925 shares were voted FOR
      the proposal, 542,138,498 shares were voted AGAINST it,
      50,236,449 shares abstained (with the same effect as votes
      against the proposal) and broker nonvotes were recorded as to
      100,767,684 shares.
      
                                  
                               Page 36
                                  
<PAGE>

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

   (a)     Exhibits
           --------
       10a  Ameritech Plan for Non-Employee Directors' Travel
            Accident Insurance (corrected).
            
       10b  Form of Ameritech Split-Dollar Agreement pursuant to the
            Ameritech Key Management Life Insurance Plan.
            
       10c  Form of Ameritech Collateral Assignment Agreement
            pursuant to the Ameritech Key Management Life Insurance
            Plan.
            
       10d  Form of Ameritech Split-Dollar Agreement pursuant to the
            Ameritech Estate Preservation Plan.
            
       10e  Form of Ameritech Collateral Assignment Agreement
            pursuant to the Ameritech Estate Preservation Plan.
            
       10f  Form of option agreements under the Ameritech
            Corporation Long-Term Stock Incentive Plan.
            
       10g  Form of option agreements with dividend equivalents
            under the Ameritech Long Term Incentive Plan or the
            Ameritech Corporation Long-Term Stock Incentive Plan.
            
       10h  Amendment, dated April 30, 1999, to Stock Option
            Agreements covering outstanding options approved for
            issuance on or after April 8, 1998 and granted before
            April 1, 1999.
            
       10i  Amendment, dated April 30, 1999, to 1996, 1997 and 1998
            Stock Option Agreements with Dividend Equivalents.
            
       12   Computation of ratio of earnings to fixed charges for
            the three months ended March 31, 1999 and 1998.
            
       27   Financial Data Schedule.
            
   (b)     Reports on Form 8-K
           -------------------
       We filed a Current Report on Form 8-K dated January 21, 1999
       under Item 5, Other Events and Item 7, Financial Statements
       and Exhibits, to report our earnings for the fourth quarter
       and year ended December 31, 1998.
       
       We filed a Current Report on Form 8-K dated February 18, 1999
       under Item 5, Other Events and Item 7, Financial Statements
       and Exhibits, to file certain financial information
       concerning Ameritech and its subsidiaries.
       
       We filed a Current Report on Form 8-K dated March 25, 1999
       under Item 5, Other Events and Item 7, Financial Statements
       and Exhibits, to announce a strategic partnership with BCE
       Inc., in which Ameritech will invest approximately Cdn $5.1
       billion (US $3.4 billion) for a 20% minority stake in Bell
       Canada.
       
                                  
                               Page 37
                                  

<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 13, 1999                        By:  /s/ Barbara A. Klein
                                            ------------------------------
                                            Barbara A. Klein
                                            Vice President and Comptroller

                                            (Principal Accounting Officer)
                                  
                               Page 38
                                  


<PAGE>

GLOSSARY

Access charge -
--------------
a fee that local phone companies charge long-distance carriers for
connecting long-distance calls to customers on the local network.

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

ADSL (Asymmetric Digital Subscriber Line) -
-------------------------------------------
a technology that uses the existing copper phone wiring serving
virtually all homes and businesses to provide customers network
access to the Internet and other popular multimedia and data services
at speeds 50 times faster than an ordinary phone line.

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

Bell operating companies  -
-------------------------
the former Bell telephone subsidiaries of AT&T, including Ameritech's
five landline communications subsidiaries in Illinois, Indiana,
Michigan, Ohio and Wisconsin.

Broadband -
-----------
a transmission facility that has a capacity or "bandwidth" greater
than a voice-grade phone line.  Broadband facilities - fiber optics
and coaxial cable, for example- may carry numerous voice, data and
video channels at the same time.

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.

Cellular  -
----------
a communications system that transmits voice, data or video over
radio frequencies.

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

Data communications -
---------------------
digital transmissions through wired or wireless networks, usually
linking computers.

Dial 1 + (Dialing parity) -
--------------------------
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 the 1s and 0s of computer code for improved
clarity and quality.

Federal Communications Commission (FCC)  -
-----------------------------------------
an independent government agency whose mission is to encourage
competition in all communications markets and to protect the public
interest.  The FCC develops and implements policy concerning
interstate communications by radio, television, wire, satellite, and
cable.

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

High-capacity lines -
---------------------
lines sold to customers that have large-volume data communications
needs  such as long-distance carriers, Internet service providers and
large companies.

                                  
                               Page 39
                                  
GLOSSARY (cont'd.)

<PAGE>

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 WorldCom 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 -
---------------------
the portion of revenues regulated by state rather than federal
authorities.

ISDN (Integrated Services Digital Network) -
--------------------------------------------
a service that carries voice, data and video at the same time and
offers several times the capacity of a conventional phone line.

Landline -
----------
referring to conventional wired phone service.

Local access -
--------------
the local completion of long-distance calls.

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

Local exchange carrier (LEC) -
------------------------------
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.

Long-distance -
---------------
voice, data and video communications to locations beyond local
service areas.

Managed services -
------------------
services that give business customers one point of contact for all
communications and computing needs.  For example, desktop managed
services provide business customers one place to call for anything
involving personal computers, phones, videoconferencing, local area
networks, PBXs and more.

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
local exchange carriers can charge for access services instead of
limits on rate of return or profits.

Privatization -
---------------
a government sale of part or all of a national company to private
firms and investors.

Regional holding companies (RHCs) -
-----------------------------------
the seven regional holding companies formed in connection with the
court-approved divestiture, effective January 1, 1984, of certain
assets of AT&T Corp.  With the 1997 mergers of Pacific Telesis Group
into SBC Communications Inc. and NYNEX Corporation into Bell Atlantic
Corporation, five regional holding companies, including Ameritech,
remain.

                                  
                               Page 40
                                  
GLOSSARY (cont'd.)

<PAGE>

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 at home and at work
such as burglar and fire alarm systems, closed circuit cameras and
electronic card access.

Switched minutes of use -
-------------------------
the measure of time used to bill long-distance companies for access
to the local phone network.

Total return -
--------------
stock price appreciation plus reinvested dividends.

Unbundled network elements -
--------------------------
separate components of a regulated service for which separate rates
are charged.

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 telecommunications operators.

Voice-grade equivalent -
------------------------
a channel or other portion of a high-capacity access line that can be
used to transmit voice or data traffic.

Voice mail -
------------
a service that automatically answers calls and distributes messages.

Wireless -
----------
voice, data and video communications that use radio frequencies
rather than wires for transmission.  Includes cellular, paging and
personal communications services.

                                  
                                  
                               Page 41