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

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

                                Form  10-K


-------------------------------------------
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
-------------------------------------------

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
                                           
                                           
Securities registered under Section 12(b) of the Act:  Common Stock (Par
Value $1.00 Per Share)
                                 Preference Stock Purchase Rights

Ameritech's Common Stock is registered on the New York, Chicago, Boston,
Pacific and Philadelphia stock exchanges.  The Preference Stock Purchase
Rights attached to the shares of Common Stock are registered on the New
York Stock Exchange.

We have no securities registered under Section 12(g) of the Act.  We are
subject to certain filing requirements under Sections 13 and 15 (d) of the
Securities Exchange Act of 1934 and have filed all the required reports
during the preceding 12 months.

Disclosure of delinquent filers under Item 405 of Regulation S-K is not
contained in this report and will not be contained in the 1998 annual
meeting proxy statement, which is incorporated by reference in this report.

Based on the average sales price, the aggregate market value of the voting
stock held by nonaffiliates of Ameritech Corporation on February 27, 1998
was approximately $45,541,000,000.  As of that date, 1,100,694,827 common
shares and preference stock purchase rights were issued and outstanding.

                                     
                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
  Portions of Ameritech's annual report to shareowners for the year ended
                             December 31, 1997
                                     
Portions of Ameritech's 1998 annual meeting proxy statement dated February
                                 27, 1998
                                     
       These documents are available on Ameritech's Internet site at
                        www.ameritech.com/investor
                                     


<PAGE>
                                     
                             TABLE OF CONTENTS
                                     
                                  PART I
                                     
 Item                                                        Page
 ----                                                        ----
  1.   Business.........................................       1
  
  2.   Properties.......................................      12
  
  3.   Legal Proceedings................................      12
  
  4.   Submission of Matters to a Vote of Security
        Holders ........................................      14

       Executive Officers...............................      14
                                     
                                  PART II
                                     
  5.   Market for Registrant's Common Equity and Related
        Stockholder Matters.............................      15
  
  6.   Selected Financial and Operating Data............      15
  
  7.   Management's Discussion and Analysis of
         Results of Operations and
         Financial Condition  ..........................      15
  
  8.   Financial Statements and Supplementary Data......      15
  
  9.   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure.........      16
       
                                     
                                 PART III
                                     
  
  10.  Directors and Executive Officers
       of the Registrant................................      16
  
  11.  Executive Compensation...........................      16
  
  12.  Security Ownership of Certain Beneficial Owners
        and Management..................................      16
  
  13.  Certain Relationships and Related Transactions...      16
                                     
                                  PART IV
                                     
  14.  Exhibits, Financial Statement Schedules
        and Reports on Form 8-K.........................      16

       Glossary..........................................     22



                                     i
                                     
                                     
<PAGE>1                                     


 When reading this annual report, you should be familiar with the
 terminology unique to our business.  We have defined a number of
                 terms in the Glossary on page 22.
                                 
                              PART I
                                 
Item 1.  Business.

General

   Ameritech Corporation is a holding company incorporated in 1983
under the laws of the State of Delaware.  We provide a wide range
of communications services, including local and long distance
telephone, cellular, paging, security, cable TV, Internet access
and directory publishing services.  We operate our business within
the framework of customer-specific business units delivering
specialized services to various categories of customers, each with
unique requirements.  Our business units provide a complete menu of
communication options to consumers and businesses as well as other
companies in the communications industry. The products and services
of all of our companies are marketed, under the "Ameritech" brand
identity, in all 50 states and 40 countries.

   Our executive offices are located at 30 South Wacker Drive,
Chicago, Illinois 60606 (telephone number 1-800-257-0902).  Our
Internet site (www.ameritech.com) offers extensive information on
our company and industry.

The Telecommunications Act

   The Telecommunications Act of 1996 (the 1996 Act), signed into
law in February 1996, 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.  It provides that all conduct or
activities subject to the consent decree issued at the time of AT&T
Corp.'s court-approved divestiture in 1984 of certain assets to
seven regional holding companies (RHCs), including Ameritech, are
now subject to the provisions of the 1996 Act.  Among other things,
the law defines the conditions under which Ameritech and the other
RHCs may offer long distance service and provides certain
mechanisms intended to facilitate local exchange competition.  The
1996 Act gives the Federal Communications Commission (FCC)
authority to determine when incumbent local exchange carriers have
satisfied the statutory criteria required to provide long distance
service in an in-region state, including meeting a 14-point
competitive checklist.  For the RHCs, immediate relief under the
law included permission to provide in and out-of-region cellular
long distance, out-of-region landline long distance and certain
incidental long distance services.

   Since passage of the 1996 Act, there have been numerous
challenges to the rules, discussed further in the section on
Regulatory Environment - Federal.  It is difficult to determine how
the rules will evolve and exactly what effect competition fostered
by the 1996 Act will have on our business over time.

Ameritech's Full-Service Communications Business

Landline Communications Services

   Our five landline communications subsidiaries (Illinois Bell
Telephone Company; Indiana Bell Telephone Company, Incorporated;
Michigan Bell Telephone Company; The Ohio Bell Telephone Company
and Wisconsin Bell, Inc.) are responsible for providing telephone
and other communications services, subject to regulation by the FCC
and the state regulatory commissions, in their respective service
areas.  In this report, we refer to these companies collectively as
the "Ameritech landline communications subsidiaries" and
individually as Ameritech Illinois, Ameritech Indiana, etc.

   The Ameritech landline communications subsidiaries furnish a
wide variety of advanced communications services, including local
exchange and toll service and network access, and communications
products to more than 12 million business, residential and
communications company customers in an operating area comprised of
37 Local Access and Transport Areas (LATAs) in our region.  These
LATAs are generally centered on a city or other identifiable
community of interest.  Each LATA marks the boundary within which
each company may provide telephone service.  The Ameritech landline
communications subsidiaries provide two basic types of
communications services:


<PAGE>2


- They transport communications traffic between a customer's
  equipment and the telephone exchange offices located within the
  same LATA (intraLATA service).  These services include local
  exchange, private line and intraLATA toll services (including 800
  and special services for data, radio and video transport).
- They provide exchange access service, which links a subscriber's
  telephone or other equipment to the transmission facilities of
  long distance carriers, which in turn provide communications
  service between LATAs (interLATA, or long distance, service).
  
   Ameritech also provides directory publishing, public telephone
and local and toll operator services (including collect calls,
third number billing, person-to-person and calling card calls).  A
national directory assistance service is offered in Chicago,
Detroit and Grand Rapids, with plans to expand across the region.
We offer call management services (including voice mail, Caller ID,
call waiting and call forwarding), as well as digital network
services (such as online database access and fax messaging,
document sharing functions and video conferencing for desktop
computers). We provide billing and collection services for several
companies, including billing for long distance services offered by
certain long distance carriers.  We currently offer a single
monthly statement for a variety of Ameritech services.  The single
bill option and around-the-clock customer service is available in
all five states in our core market area for all residential, small
business, Internet, cellular, cable TV and home office customers.

   We market our local phone services on a wholesale basis to
certain other companies that resell our network services.  At year
end, we served more than 3,000 network and information providers,
including cellular, personal communications services (PCS) and
competing local service companies, who buy our services to use in
their product offerings.

   We added 840,000 customer access lines in 1997, including
133,000 residential and business lines we acquired in November 1997
with the purchase of the telecommunications assets of Sprint
Corporation's local exchange business in suburban Chicago.  We now
serve  more than 20.5 million lines in our upper Midwest market
region, a 4.3% increase over lines served in 1996 (3.6% without the
lines acquired from Sprint).  Customer access line growth was
fueled by second line additions and increased business usage.
Demand for speed and access drove record growth in our data
services.  Sales of ISDN lines, which carry voice, data and video
simultaneously at many times the capacity of conventional phone
lines, were up more than 71% and sales of high speed circuits
increased 20%.  Revenues from call management services grew by 20%
as customers sought greater convenience and control over their
telephone communications.  At the end of 1997, we led our industry
peers in productivity with 401 customer lines per phone company
employee, improving in this measure of operational efficiency with
a 50% increase over the past five years.

   Now that we have approval from the Missouri public service
commission, we plan to offer local and long distance phone service
to residential customers in the St. Louis metropolitan area in
early 1998.  This move expands our communications offerings in
Missouri and marks the first time we will offer local phone service
to customers beyond our traditional operating territory.  Our
offerings in the St. Louis market will include local phone, long
distance, cellular, paging and wireless data services.  Customers
will have the option of a consolidated bill.

Cellular and Other Wireless Services

   Ameritech provides wireless transport of voice, data and video,
plus certain call management services, to about 3.2 million
cellular customers in Illinois, Indiana, Hawaii, Michigan,
Missouri, Ohio and Wisconsin.  In 1997, we added approximately
665,000 cellular customers to our base, a 27% increase over the
prior year.  We offer long distance service to our cellular
customers in Illinois, Indiana, Michigan, Ohio, Wisconsin and
Missouri and we are currently serving more than 1.7 million
customers with cellular long distance service.

   In 1997, we increased our cellular retail capacities by
acquiring twenty-four stores from Triangle Stereo Inc., which
doubles the number of Ameritech-owned retail stores in the Chicago
metropolitan and northwest Indiana area.  Commercial use of
ClearPathSM, our new digital cellular service, debuted in the
Chicago area and in Detroit in September 1997.  ClearPath offers
outstanding call clarity, longer battery life, enhanced privacy,
nationwide roaming, fraud protection and advanced calling features,
such as Caller ID and text and numeric messaging.  We plan to
expand the new digital service to Milwaukee, Cleveland, Columbus,
Cincinnati, Indianapolis and St. Louis in 1998.

   We currently provide local and nationwide paging services to
customers using more than 1.5 million paging units in Illinois,
Indiana, Michigan, Minnesota, Missouri, Ohio and Wisconsin, a 31%
increase over 1996.  We began offering 2-way paging to customers
regionwide in 1997.  The return paging channel enables users of two-
way pagers to acknowledge a page and to provide a detailed


<PAGE>3


response.  We offer features such as fax notification, voice mail
and alphanumeric paging.  In 1995, Ameritech acquired broadband PCS
licenses in the Cleveland and Indianapolis major trading areas and
we have begun system construction in both of these markets.  These
licenses cover almost 8 million potential customers and provide an
effective complement to our existing cellular and landline
networks.  We plan to provide ClearPath digital PCS service in
these markets beginning in mid-1998.

Directories and Electronic Advertising Services

   Ameritech provides directory and electronic advertising to
local, regional and national businesses throughout our region.  We
publish Ameritech PagesPlusr white and yellow pages directories in
Illinois, Indiana, Michigan, Ohio and Wisconsin with a total
distribution of over 40 million directories.

   In order to complement our existing product lines and leverage
our present content investments, we offer online Yellow Pages.  The
service links Internet users to millions of businesses in the
United States and thousands of other World Wide Web information and
shopping sources.  The Ameritech Internet Yellow PagesSM, located
at yp.ameritech.com, provides extensive national, regional and
local information in the familiar yellow pages directory format.
In addition to offering simple listings, we develop custom web
sites to help advertisers meet their promotional and business
needs.

Capital Services

   Ameritech provides a wide range of competitive leasing and
equipment financing solutions for businesses ranging from sole
proprietorships to multi-million dollar corporations and government
units.  Serving 6,700 communications and information systems
customers nationwide, we have financed more than $3.2 billion worth
of equipment and services since 1984.

Cable TV

   We currently offer enhanced cable TV service in 40 communities
in the Chicago, Cleveland, Columbus and Detroit metropolitan areas.
We have signed cable TV franchise agreements giving us the ability
to compete with incumbent providers in 65 Midwestern cities with
2.5 million people residing in more than 1 million households.
Ameritech, The Walt Disney Company, BellSouth Corporation, GTE
Corporation and Southern New England Telecommunications Corporation
are partners in a venture called Americast, designed to develop,
acquire, package and market traditional and interactive video
programming to millions of consumers nationwide.  Customers who
choose americastr service receive 90 channels of video programming,
including local broadcast, expanded basic and premium channels, and
a new in-home movie service called americast express cinemaT,
offering pay-per-view movies.

Security Services

   SecurityLink from Ameritech offers a full array of security
products and services for homes and businesses, including burglar
and fire alarm systems, personal emergency response service, closed
circuit TV and electronic access control.  SecurityLink is North
America's second largest security monitoring provider in a $15
billion market, currently serving more than 1 million residential
and business customers.  We now have a presence in 92 of the United
States' 100 largest metropolitan areas, as well as in Canada where
we are the largest security monitoring provider.  In October 1997,
SecurityLink purchased the security monitoring assets of Republic
Security Company Holdings, a subsidiary of Florida-based Republic
Industries, Inc.  In the same month, we also acquired the security
monitoring assets of Rollins Protective Services, a subsidiary of
Rollins, Inc. headquartered in Georgia.  Earlier in 1997,
SecurityLink from Ameritech purchased assets of Masada Security,
Inc. based in Alabama, Norman Security Systems, Inc. based in
Illinois, Central Controls Alarm Corp. based in Wisconsin and Cross-
Global Alarms based in Ontario, Canada.

Long Distance Services

   InterLATA long distance is a $9 billion market in the Ameritech
region.  Under the 1996 Act, Ameritech and the other RHCs must open
their respective local markets to competition by implementing a 14-
point checklist before they can offer interLATA long distance
service to their local landline customers.  In considering an
application to offer interLATA long distance services, the FCC must

<PAGE>4


determine whether or not an RHC has satisfied the statutory
criteria, including the competitive checklist, compliance with
structural and accounting rules and whether its entry into long
distance is consistent with the public interest.  An RHC is
restricted from providing interLATA long distance service until the
FCC determines that the statutory criteria have been met.  The FCC
will give substantial weight to Department of Justice
recommendations in reviewing RHC applications to enter the market.

   In August 1997, the FCC denied Ameritech's application to
provide long distance service in Michigan, stating in its order
that we failed to meet three of the 14 requirements included in the
competitive checklist.  The order set forth various actions that we
must take in order to demonstrate compliance with the checklist.
In March 1998, we sought permission from the FCC to offer long
distance data services in our region under a portion of the 1996
Act that allows the FCC to grant regulatory relief to carriers
seeking to deploy advanced data networks.  We are working with the
courts, the FCC and the state commissions toward full long distance
entry consistent with the 1996 Act and under terms and conditions
that make economic sense for Ameritech.

   Ameritech Communications, Inc., a subsidiary of Ameritech, is
certified to provide long distance service in all states outside
our five-state region.  With approval from the Missouri public
service commission, we plan to offer local and long distance phone
service to residential customers in the St. Louis metropolitan area
in early 1998.

   With passage of the 1996 Act, Ameritech and the other RHCs were
allowed to provide long distance service to their cellular
customers, regardless of location.  Currently, more than 1.7
million of our cellular customers use Ameritech's cellular long
distance service.

   In 1997, we expanded our long distance capabilities through our
new Ameritech Global Calling Service, which offers wholesale
international switching and transport capabilities to the hundreds
of long distance companies, wireless communications companies,
independent phone companies and emerging local and Internet service
providers that do not have their own international facilities.
Ameritech Global Calling Service will also carry international
calls from the Ameritech landline communications subsidiaries once
we receive approval from the FCC to offer domestic long distance
services in our region.  International long distance minutes of use
are growing 12% annually, making it one of the fastest growing
segments of the telecommunications industry.

Managed Services

   We formed an alliance with IBM Corporation that joins our
companies as leaders in the $35 billion desktop computing and
communications market.  Together we provide voice, data and video
managed desktop services for businesses.  We offer customers a
single point of contact for managing every aspect of desktop-based
communications and computing systems, including personal computers,
software, telephones, videoconferencing, PBXs and local area
networks.  Ameritech GlobalDesk targets major corporate clients
concerned with improving their information and telecommunications
systems in multiple locations, including employees working in
remote locations or from their homes.  We operate a 24-hour
customer service facility seven days a week to provide technical
and consulting support for these services.  Through GlobalDesk, we
now support more than 2 million users serving major customers
throughout the United States including Baxter Healthcare, Comerica,
Ford Motor Company, IBM and United Airlines.

Internet Access

   Our dial-up Internet access service was launched in January
1997.  Ameritech.netSM provides easy-to-use Internet service
designed specifically for consumers and small businesses.  In
addition to affordable pricing plans, users have access to the
Internet's most popular features, including the millions of
Internet websites worldwide, E-mail and chat and news groups.  We
offer Ameritech.net in the Chicago, Cleveland, Columbus, Dayton,
Detroit, Grand Rapids, Indianapolis, Kalamazoo and Milwaukee
metropolitan areas, making Internet access available to nearly 8
out of 10 Ameritech customers.  In December 1997, we expanded our
Internet service by offering Ameritech.netSM High-Speed Internet
access which lets subscribers access the Internet at speeds up to
fifty times faster than traditional modems.  This service uses ASDL
technology which uses standard copper phone wiring and a special
high speed modem.  Ameritech has a partnership with Microsoft to
make the service easier to install and uses Microsoft's Internet
Explorer software as the browser for our high speed Internet
service.  We plan to offer Ameritech.net High-Speed Internet
Service to 7 out of 10 Ameritech customers over the next three
years.  Businesses in the Chicago, Cleveland and Detroit
metropolitan areas can now get continuous Internet connectivity
supported by around-the-clock network monitoring and technical
help.


<PAGE>5


Electronic Commerce

   In May 1994, we invested $473 million in GE Information
Services, Inc. (GEIS), a wholly owned subsidiary of General
Electric Company and a global leader in the electronic commerce
market.  Our investment was in the form of a four-year interest
bearing convertible debenture, guaranteed as to repayment by GE,
which was to convert to equity upon the lifting of legal
restrictions.  In early 1998, with legal restrictions still in
place, our agreement with GE was suspended and GE repaid the note.

Other Business Interests

   In November 1997, the RHCs completed the sale of their jointly
owned research company, Bell Communications Research, Inc.
(Bellcore), based in New Jersey, to a California-based defense
contractor, Science Applications International Corp. (SAIC).
Ameritech and each of the other original RHCs owned an equal one-
seventh interest in Bellcore.  The sale was precipitated by the
owners' diverging strategies and business plans and the desire to
allow Bellcore more freedom to operate in a less restrictive and
more competitive environment.  Bellcore had furnished the RHCs with
technical support, such as applied research, network planning,
engineering and software development, and had served as a central
point of contact for coordinating the efforts of the RHCs in
meeting national security and emergency preparedness requirements
of the federal government.

   SAIC, which derives most of its business from government
contracts, primarily from consulting, will utilize Bellcore's
considerable software and programming talent.  Under terms of the
sale, SAIC will honor contractual obligations to provide Bellcore's
former owners with technical support and basic research and
software assistance.  Bellcore's current national security
functions will be handled by a new organization to be funded
initially by the RHCs.  The new organization, the National
Telecommunications Alliance, will continue to ensure that the RHCs'
national security and emergency preparedness responsibilities are
met.

Ameritech's Global Presence

   Ameritech's businesses reach customers in all 50 states and more
than 40 countries.  With our January 1998 investment in Tele
Danmark A/S, Ameritech is the largest U.S. investor in the European
telecommunications industry with investments totaling approximately
$6 billion in market value and financial interests in 15 European
countries.  We expect to continue to pursue other opportunities in
North America and Europe, concentrating on expanding markets in
countries that combine substantial growth potential with a high
degree of economic and political stability.  We have invested in
four of the world's largest privatizations, in Belgium, Denmark,
Hungary and New Zealand.

Belgium

   Ameritech and our consortium partners, Tele Danmark, Singapore
Telecommunications Limited and several Belgian investors, have a
49.9% stake in Belgacom S.A., the national telecommunications
operator in Belgium.  With 4.8 million access lines, Belgacom
provides local and long distance service, serves 700,000 cellular
customers and offers Internet, security and other telecommunication
services to a country of 11 million people.  Belgacom is growing
through the rapid introduction of new services, such as 800 service
and call management features.  Through its 35% interest in the
consortium, Ameritech holds an approximate 17.5% interest in
Belgacom.

Canada

   Ameritech is the largest security monitoring services provider
in Canada.  The full scope of our service offerings is covered
earlier in the section entitled "Security Services."

China

   In 1997, we withdrew from a joint venture with China
Communications System Company Ltd. (ChinaCom), a communications
systems and engineering company.  The joint venture was originally
established in 1995 to assist the People's Republic of China in the
development of its telecommunications infrastructure.  We made the
decision to redirect that part of our foreign investment because of
certain restrictions and poor prospects for returns on our
investment.


<PAGE>6


Denmark

   In January 1998, we purchased a 34% interest in Tele Danmark,
the national communications provider in Denmark, from the Kingdom
of Denmark for approximately $3.1 billion.  As part of the
investment agreement, Tele Danmark is in the process of buying back
and retiring the remaining shares owned by the Danish government.
When this repurchase is completed in April 1998, we will hold
approximately 42% of Tele Danmark's outstanding capital stock.
Tele Danmark serves domestic customers through 3.3 million phone
lines, 850,000 cellular phones and 750,000 cable TV connections.
In addition to its 16.5% investment in Belgacom, Tele Danmark has
investments in wireless services in Hungary, Poland, the Ukraine
and Lithuania and in competitive telecom operators in Sweden,
Germany, Hungary, Switzerland, and the Czech Republic.  Denmark's
telephone penetration of 63 phone lines per 100 people is
comparable to that of the United States.

Germany

    We own WLW, a leading Germany-based publisher of business-to-
business directories for Germany, Austria, Switzerland, Belgium,
Luxembourg, the Netherlands, Croatia, Solenia, Slovakia and the
Czech Republic.  WLW publishes product and company information on
approximately 232,000 European companies and has a current annual
circulation of over 90,000, more than three quarters of which is
distributed on CD-ROM.  WLW provides electronic commerce services
in 10 countries using the Internet.

Hungary

   Since 1993, Ameritech and our partner, Deutsche Telekom AG, have
had an interest in MATAV, the Hungarian telecommunications company.
After MATAV's initial public offering in November 1997, MagyarCom,
the alliance owned in equal shares by Ameritech and Deutsche
Telekom, owns approximately 59% of MATAV.  The Hungarian government
owns 6%.  MATAV is the principal provider of local, long distance
and international telephone service and the controlling shareowner
in cellular ventures using both analog and GSM digital technology.
MATAV has approximately 2.4 million access lines in a country of
10.5 million people and serves more than 442,000 cellular
subscribers.  MATAV has added more than 1 million telephone lines
since 1994 and expects to increase the number of access lines in
Hungary by more than 8% annually through the year 2001.  In 1997,
MATAV eliminated Hungary's 13-year waiting list for phone lines and
became the first central European company to be listed on the New
York Stock Exchange.

New Zealand

   In 1990, Ameritech and Bell Atlantic Corporation purchased
Telecom Corporation of New Zealand Limited (New Zealand Telecom),
New Zealand's state-owned principal supplier of domestic and
international communications services, including local, long
distance, cellular, satellite TV and directory services.  After
public offerings and private sales of New Zealand Telecom stock
required by the government at the time of the acquisition,
Ameritech and Bell Atlantic each had a 24.8% interest in the
company.  New Zealand Telecom currently serves approximately 1.8
million customer lines and approximately 470,000 cellular
customers.  In 1997, New Zealand Telecom repurchased a portion of
its stock in the open market.  Because the New Zealand government
prohibits foreign companies from owning more than 49.9% of New
Zealand Telecom's stock, we sold a pro rata share of our holdings
to New Zealand Telecom, as did Bell Atlantic.  The repurchase
program had no material effect on our holdings, increasing our
ownership interest to 24.95%.  In December 1997, we announced plans
to sell our stake in New Zealand Telecom in a global public
offering of the shares.  The offering is scheduled for the first
half of 1998.

   In 1997, we sold our 12.5% interest in Sky Network Television
Limited of New Zealand, a satellite pay-TV company.  We acquired
our interest in the Sky TV in May 1991 and helped to increase its
customer base six-fold over the six-year period of our ownership
interest.

Norway

   Since 1993, Ameritech has held an interest in NetCom, a
Norwegian cellular telephone company.  NetCom began providing GSM
digital cellular service in September 1993.  Norway has the highest
per capita use of cellular telephones in the world at over 30%.
Cellular penetration is expected to grow to 50% or more by 2005.
With more than 400,000 current customers, NetCom has constructed an
extensive mobile infrastructure network covering over 91% of the
population.  After a public offering in 1996, we own 19.7% of
NetCom.

<PAGE>7

Worldwide

   Ameritech Library Services provides advanced management systems
and information access solutions to national and international
library markets.

Ameritech's Human Resources

   We employed 74,359 people as of December 31, 1997, compared with
66,128 as of December 31, 1996.  This increase was primarily
attributable to growth in the security services, PCS and cable TV
businesses.

   The Communications Workers of America (CWA) and the
International Brotherhood of Electrical Workers (IBEW) represent
more than 42,500 of Ameritech's employees.  Of the union-
represented employees, about 70% are members of the CWA and about
30% are members of the IBEW, both of which are affiliated with the
AFL-CIO.  Current three-year contracts expire this summer; the IBEW
on June 28, 1998 and the CWA on August 8, 1998.

   In January 1997, a three-year agreement between Ameritech's
advertising services unit and the CWA was ratified.  Terms of the
agreement were retroactive to August 11, 1996, the expiration date
of the prior contract.  At year end, the CWA represented
approximately 800 of advertising service's 1,260 employees.

Patents, Trademarks and Other Intellectual Property

   Certain Ameritech companies own or have licenses to use various
patents, copyrights, trademarks and other intellectual property
necessary to conduct our business.  We also license other companies
to use this property.  We do not believe that the expiration of any
of our intellectual property, or the nonrenewal of rights to use
it, would have a material adverse affect on our business.

Regulatory Environment - Federal

   The FCC develops and implements policies concerning interstate
and international 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 Competition

   The 1996 Act directed the FCC to establish rules and regulations
to enforce the law and to preempt specific state provisions in
certain circumstances.  As required by the 1996 Act, in August 1996
the FCC adopted rules to implement the local competition
provisions.  The rules required local exchange carriers, including
the Ameritech landline communications subsidiaries, among other
duties, to:

-  provide interconnection to any telecommunications carrier at any
   technically feasible point, equal in quality to that provided
   for the local exchange carrier's own operations;
-  provide those carriers with access to network elements on an
   unbundled basis; and
-  offer for resale, at wholesale rates, any telecommunications
   services that the local exchange carrier provides at retail to
   subscribers who are not telecommunications carriers.
   
   The FCC's rules addressed pricing for interconnection, unbundled
network elements and resale of telecommunications services.  In
October 1996, in an order entered in an appeal filed by certain
local exchange carriers, the United States Court of Appeals for the
Eighth Circuit stayed the portion of the FCC rules with respect to
pricing and the FCC's so-called "pick and choose" rule that would
allow requesting carriers to pick and choose among individual
provisions of existing interconnection agreements.  The United
States Supreme Court declined to overturn the appeals court stay.
In July 1997, the court of appeals struck down several provisions
of the FCC's August 1996 order designed to implement the
interconnection provisions of the 1996 Act, ruling that:


<PAGE>8


-  the FCC's pricing guidelines intrude upon the rights of state
   regulatory commissions to implement key elements of the 1996
   Act;
-  the FCC lacks jurisdiction to review state regulatory commission
   decisions regarding interconnection agreements between incumbent
   local exchange carriers and their competitors;
-  the FCC's pick and choose rule does not promote negotiated
   agreements and is unreasonable;
-  local exchange carriers must provide unbundled network elements
   (including operations support systems and certain other
   services) in a manner that allows competing carriers to combine
   them, but they need not actually combine the elements; and
-  the 1996 Act does not require incumbent local exchange carriers
   to provide competitors with superior quality connections.
   
   In October 1997, the Eighth Circuit Court overturned the FCC
ruling requiring Ameritech and other incumbent local exchange
carriers to resell bundled network services at unbundled wholesale
rates.  As a result of the court's decision, if new entrants to the
local exchange market wish to purchase network elements at
unbundled discounted prices, they must recombine the elements
themselves.  The RHCs had maintained that when a new entrant seeks
a pre-existing combination of network elements, they are purchasing
a service for resale and do not qualify for the deep discounts
applicable to unbundled network elements.

   In January 1998, the Eighth Circuit Court ordered the FCC to
uphold the court's earlier ruling transferring the power of the
federal agency to set terms on prices and connections to local
phone networks to the state commissions.  The order came a day
before the United States Supreme Court agreed to consolidate
numerous appeals centering on the 1996 Act filed by AT&T, MCI, the
FCC and others.  Barring additional action, the case will be argued
before the Supreme Court in October 1998.

   In December 1997, the United States District Court in Wichita
Falls, Texas, declared unconstitutional a key part of the 1996 Act
that excludes only the RHCs' landline communications subsidiaries
from the long distance market.  Two of those companies, SBC
Communications Inc. and US West Communications, Inc. initiated the
lawsuit.  Long distance industry opponents of the ruling, the FCC
and the Department of Justice asked the court for an injunction
barring SBC Communications, US West and Bell Atlantic Corporation,
which joined in the suit, from preparing to provide in-region long
distance service until the court ruled on their stay requests.  In
February 1998, the court issued two orders: the final judgment
giving legal effect to the court's earlier opinion and an order
staying that decision pending resolution of appeals from it.  The
court denied the motions for injunctions.

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

Price Cap Reform

   Ameritech's interstate revenues are regulated by a price cap
mechanism rather than by rate-of-return regulation.  The FCC's
price cap regulatory scheme sets maximum limits on the prices that
local exchange carriers can charge other carriers to access their
facilities to originate or terminate interstate long distance calls
and other communications.  The limits are adjusted each year to
reflect inflation, a productivity factor and certain other cost
changes.  Under price caps, local exchange carriers have increased
flexibility to change prices of access services, as well as prices
for interstate intraLATA service, provided they do not exceed the
allowed price cap.

   In May 1997, the FCC issued three closely related orders
addressing revisions to the original price cap plan, interstate
access charge reform and funding for universal service.  The new
price cap rules reduced access charges by increasing the price cap
productivity offset factor to 6.5% from the prior 5.3% and by
applying this factor uniformly to all access providers.  The new
rates were effective July 1, 1997 and local exchange carriers were
required to compute the new rates as if the 6.5% productivity
factor had been in effect since July 1, 1996.


<PAGE>9


Access Charge Reform

   The FCC's original access charge structure was adopted at the
time of the divestiture by AT&T.  These policies were designed
primarily to promote competition in the interstate long distance
market by ensuring that all long distance companies would be able
to originate and terminate their traffic over incumbent local
exchange carriers' networks at just, reasonable and
nondiscriminatory rates.  Although these policies contemplated long
distance competition, they did not attempt to address the potential
effects of local or access competition.  In December 1996, the FCC
laid out its proposals on access charge reform, asking for comments
on a number of steps it proposed to take to restructure the fees to
make the system compatible with the pro-competitive deregulatory
framework established by the 1996 Act.

   In its May 1997 access charge reform order, the FCC adopted
changes to its tariff structure requiring usage-sensitive recovery
that is more reflective of the way in which costs are incurred.  In
general, the order provides that only costs incurred on a usage-
sensitive basis should be recovered in per-minute access charges
and costs not incurred on a usage-sensitive basis should be
recovered through flat rate charges.

Universal Service

   In November 1996, the Federal-State Universal Service Joint
Board issued its recommendations to the FCC for reforming the
existing system of subsidizing universal basic telephone service.
The goal was to preserve and advance universal service in a manner
that permits local telephone markets to move from monopoly to
competition.  The FCC's May 1997 ruling required creation of a
multi-billion-dollar universal service fund for subsidizing low-
income customers, high cost service areas, rural health care
providers, schools and libraries.  Telecommunications service
providers began to pay into this new universal service fund
beginning on January 1, 1998.  Subsidies to low-income and rural
customers became available on that date and funds for linking
schools and libraries to the Internet will be available as needed.

Other FCC Matters

   As part of the process of reforming the interstate access charge
system, the FCC sought comment on the treatment of Internet and
other information service providers (sometimes referred to as
enhanced service providers) that also use the local exchange
carriers' facilities.  Since the access charge system was
established in 1983, enhanced service providers have been
classified, for purposes of the access charge rules, as end users
rather than carriers and have been exempt from access charges.  In
1997, the FCC concluded that enhanced service providers should
continue to be exempt from access charges.

   The FCC ruled in April 1997 that Ameritech has met all
competitive requirements under the pay phone portion of the 1996
Act. The move to deregulate pay phone services culminated in
October 1997, when responsibility for setting the price of a local
pay phone call was transferred from state regulators to the
competitive marketplace. Many of the provisions included in the
1996 Act, which served as the road map for pay phone deregulation,
were patterned after competitive pay phone measures already in
place in Illinois and Michigan.

   In November 1997, the FCC approved measures to implement the
World Trade Organization's (WTO) landmark telecommunications
agreement, opening the United States market to competition from
foreign carriers and satellite providers.  The FCC approved two
measures that end existing requirements that foreign companies from
WTO-member countries must meet tough conditions about the state of
competition in their home countries before being allowed to enter
the United States market.  The new rules open the United States
market to any of the 132-member nations of the WTO.

   In December 1997, the FCC announced plans to reduce rates by
promoting cable competition.  It proposed rules that would give
cable competitors, including Ameritech, greater access to cable TV
channels and called for better enforcement of existing rules to
promote competition.  Under the Cable Act of 1992, cable
competitors are supposed to be able to broadcast any channel they
choose and pay the same price as incumbent carriers.

   In addition, in December the United States Court of Appeals for
the District of Columbia Circuit remanded to the FCC a case
involving a claim that the purchase of security monitoring assets
of a certain company by SecurityLink violated a provision of the
1996 Act.  The FCC had previously ruled that the transaction was
permissible under the Act.  On remand, the court directed the FCC
to resolve an ambiguity in the statute.  In addition to the case on
remand, three similar challenges to transactions involving
purchases of security monitoring assets by SecurityLink are
currently pending before the FCC.


<PAGE>10


Regulatory Environment - State

   The Ameritech landline communications subsidiaries are also
subject to regulation by state commissions with respect to certain
intrastate rates and services.

Illinois

   In 1994, the Illinois Commerce Commission (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 November 1994 levels for five years.  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.  In 1996, Ameritech Illinois
offered Dial-1-plus capability (dialing parity) in local toll
markets, giving customers the ability to choose an alternate
carrier for intraLATA toll calls.  In July 1997, we reduced rates
in Illinois by $54 million annually.  Lower prices are reflected in
several product and service areas, but the largest portion of the
reductions comes from increased volume discounts for certain local
calls.  1997 marked the fourth consecutive year of price
reductions, now totaling $461 million, under the Advantage Illinois
price cap plan.

Indiana

   In 1994, the Indiana Utility Regulatory Commission (IURC)
approved the Opportunity Indiana plan.  Under the plan, market-
based pricing and flexibility was instituted 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.  The revised
plan has not yet been acted upon by the IURC.

   In December 1997, the IURC issued an interim order 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 the alternative regulation plan that had been in
place since 1994.  However, it also ordered Ameritech Indiana 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.  The record
in the appeal is not due to be  filed until June 1, 1998.  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.

   The prices residential customers pay in Indiana have decreased
by 16% over the past three years under Opportunity Indiana.
Ameritech Indiana has not increased basic local service prices in
11 years.

Michigan

   The Michigan Telecommunications Act (MTA), which is in effect
until January 2001, regulates Ameritech Michigan.  Ameritech
Michigan began adjusting local exchange pricing structure in
February 1996 to remove historical subsidies that deterred
competition.  We increased prices in Michigan for basic local
services for business and certain residential customers.  This was
our first increase in residential prices and the second increase in
business prices since 1984.

   In 1996, the Michigan Public Services Commission (MPSC) ordered
Ameritech Michigan to provide statewide dialing parity on intraLATA
toll calls or to discount intraLATA toll access rates.  In January
1997, the Michigan Court of Appeals issued a stay of the MPSC
order.  In August, the Michigan Supreme Court declined AT&T's and
MCI's motion to vacate the court of appeal's stay.  The court of
appeals held oral arguments on the main appeal in October, but has
not issued a decision.  To date, Ameritech Michigan is providing
Dial-1-plus capability in Michigan in over 70% of our access lines
on a voluntary basis.  We have reduced certain access fees to long
distance companies in Michigan by 55% where Dial-1-plus capability
does not exist.


<PAGE>11


Ohio

   In January 1995, Ameritech Ohio implemented the Advantage Ohio
price regulation plan following approval by the Public Utility
Commission of Ohio (PUCO).  Under the plan, overall rate changes
are subject to price caps.  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.  We are
phasing in a series of annual rate reductions totaling $84 million
over a six-year period including reductions in the rates for
residential local usage and access lines, reductions in carrier
access charges and the deaveraging of access line rates.  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.

   Under the plan, in 1997, Ameritech Ohio reduced rates by $5
million annually on popular phone features including Caller ID and
call waiting.

Wisconsin

   Under telecommunications legislation passed in 1994, the Public
Service Commission of Wisconsin (PSCW) regulates Ameritech
Wisconsin's prices rather than earnings.  By the year 2000,
Ameritech Wisconsin will invest at least $700 million on new
equipment and technology, extending fiber optics to hundreds of
secondary schools, technical colleges, universities, hospitals and
libraries in the state.  Ameritech Wisconsin has committed to
meeting a number of infrastructure benchmarks along with the
deployment of the infrastructure investment.

   Beginning in 1994, residential and small business access line
rates were reduced by 10% and then frozen over the next three
years.  IntraLATA access rates have also declined along with
interLATA access rates.  Since September 1996, all of Ameritech
Wisconsin's service area has had Dial-1-plus capability.

   Under the law, the Wisconsin Advanced Telecommunications
Foundation was established to fund advanced telecommunications
technology application projects and efforts to educate consumers
about advanced services.  Ameritech Wisconsin has contributed over
$6 million through 1997 to the fund and has committed to funding at
least an additional $7 million through 2001.

Other State Matters

   In January 1998, the Michigan Public Service Commission ruled
that we owe compensation under interconnection agreements to other
local exchange carriers.  This compensation relates to calls made
by our customers to the Internet using Internet service providers
who, in turn, are the customers of those other local exchange
carriers.  Similar issues involving the interpretation of the
interconnection agreements are the subject of regulatory
proceedings pending in the four other states in our region.  These
issues ultimately may be determined by the FCC, where a docket is
currently pending.

   We have negotiated and secured state commission approval of over
150 agreements with competing local carriers to interconnect to our
network, as provided under the 1996 Act.  More agreements are
pending approval.  The state commissions have, in some cases,
arbitrated agreements between Ameritech and competitive carriers.
These agreements provide competitive carriers with the services and
network elements they need to enter the local service market.

Evolution of the Industry

   Growing customer need for new services, new technologies,
regulatory reform and corporate alliances are accelerating the pace
of change and creating intense competition in the communications
industry.  That will mean greater choice, an explosion of new
products and services and better values for consumers.  Ameritech
faces competitors in virtually every aspect of our business.  In
business pursuits in and outside of the United States, we face as
competitors the other RHCs, long distance service providers, cable
TV companies and Internet and wireless service providers, as well
as a variety of foreign entities and other entrants from adjacent
segments of the communications and information services industries.
Competition is global and increasingly between multinational firms
with partners from different nations.  More competition in our
industry is inevitable.


<PAGE>12


   We see competition as an opportunity for Ameritech to grow as
the overall market expands.  To stay competitive, we have continued
to transform our culture, hone our strategies, achieve regulatory
reform, adjust our workforce, control costs and expand our
interests globally.  We continue to prepare to be a formidable
competitor at the heart of our dynamic industry.

Item 2.  Properties.

General

   The large number and widespread locations of Ameritech's
properties make it difficult to provide detailed descriptions of
the physical characteristics of the individual components.  In
general, however, we can categorize our investment in property,
plant and equipment at year-end 1997 as follows:

-  "Land and Buildings," consisting of land owned by Ameritech,
   including improvements (namely central and administrative
   offices), represents 10% of our total investment;
-  "Central office equipment," including switching and transmission
   equipment and related facilities, represents 39%;
-  "Cable, wiring and conduit (or outside plant)," including aerial
   cable, poles, underground cable, conduit and wiring, represents
   40%;
-  "Other," including motor vehicles, computers and other support
   assets, represents 10%, and
-  "Plant under construction" represents 1%.
   
Capital Expenditures

   We believe that investment in Ameritech's core communications
business (local phone, wireless, advertising and capital services)
will:

-  facilitate the introduction of new products and services;
-  enhance our responsiveness to ever-increasing competitive
   challenges; and
-  increase the operating efficiency and productivity of our
   network.
   
   Growth in capital expenditures was driven by demand in our core
business, deployment of digital technology in our cellular networks
and regulatory requirements, such as those related to the 1996 Act.
Capital expenditures, the single largest use of Ameritech's funds,
were $ 2.7 billion in 1997, $2.5 billion in 1996, $2.2 billion in
1995, $2.0 billion in 1994 and $2.1 billion in 1993.

   Our capital spending is based on customer needs and our business
plans.  Investments in technologies that will enable us to provide
customers with new products and services represent a high priority.
We continued to modernize the landline communications network
throughout 1997.  By year end, 86% of our customer access lines
were served by digital switches.  We also had installed 1,556,000
miles of fiber optic cable.  By investing in our telecommunications
infrastructure, we can anticipate and meet the demands on the
network by customers wanting Internet access, high speed data
transmission, information management and other communications
services.  We estimate capital spending to be about $2.9 billion
for 1998.  That amount will include building of our PCS networks in
Cleveland and Indianapolis.

Item 3.  Legal Proceedings.

   The United States District Court for the District of Columbia
signed and approved a Plan of Reorganization in connection with
AT&T's divestiture, effective January 1, 1984, of certain assets to
the RHCs, including Ameritech.  The Plan provides for the
recognition and payment of liabilities that are attributable to
predivestiture events (including transactions to implement the
divestiture) but that do not become certain until after the
divestiture.  These contingent liabilities relate principally to
litigation and other claims with respect to the Bell Companies'
(the former Bell telephone company subsidiaries of AT&T) rates,
taxes, contracts, equal employment matters, environmental matters
and torts (including business torts, such as alleged violations of
the antitrust laws).


<PAGE>13


   With respect to these liabilities, under agreements entered into
at divestiture AT&T and the Bell Companies will share:

-  the costs of any judgment or other determination of liability
   entered by a court or administrative agency;
-  the costs of defending the claim (including attorneys' fees and
   court costs); and
-  the cost of interest or penalties with respect to any judgment
   or determination.
   
   Unless the affected parties agree otherwise, the general rule is
that responsibility for contingent liabilities will be divided
among AT&T and the Bell Companies on the basis of their relative
net investment (defined as total assets less accumulated
depreciation) as of January 1, 1984.  Different allocation rules
apply to liabilities which relate exclusively to predivestiture
interstate or intrastate operations.

   In January 1995, Ameritech and the other RHCs agreed to
terminate the sharing arrangement among the Bell Companies with
respect to predivestiture contingent liabilities for certain
matters.  AT&T did not enter into the agreement and, accordingly,
the sharing arrangement remains in effect with respect to AT&T's
pre-divestiture liabilities and AT&T's share of Bell Company
predivestiture liabilities.

   In November 1997, we reached an agreement in principle to settle
class action lawsuits regarding our inside wire maintenance and
LINE-BACKERr services.  Those customers who subscribe to these
services pay a monthly fee to cover repairs to inside telephone
wiring and jacks.  They thereby avoid charges for labor and
material at the time of repair.  The lawsuits charged unfair sales
practices and violations of the antitrust laws allegedly arising
from our sales and marketing practices.  The settlement consists
of, among other things, free calling cards and pay-per-use services
over specified time periods, as well as billing credits.

   Ameritech and its subsidiaries are also subject to claims
arising in the ordinary course of business.  Although we can not be
sure of the outcome of any litigation, in management's opinion any
financial impact would not have a material effect on our financial
results.

<PAGE>14

Item 4.  Submission of Matters to a Vote of Security Holders.

   We did not submit any matter to a vote of shareowners in the
fourth quarter of 1997.

                  EXECUTIVE OFFICERS OF AMERITECH
                      (AS OF MARCH 12, 1998)
                                 
   The following table includes the name, age, office and term of
office of each of Ameritech's executive officers.

                                                                  Held
                                                                  
Name                  Age  Officer                                Since
                                                                  
----                  ---  ------                                 -----
                                                                  
Management Committee                                              
                                                                  
Richard C. Notebaert* 50   Chairman, President and Chief          1994
                           Executive Officer                      
                           
Barry K. Allen        49   Executive Vice President --            1997
                           Regulatory and Wholesale Operations    
                           
W. Patrick Campbell   51   Executive Vice President -- Corporate  1994
                           Strategy and Business Development      
                           
Walter M. Oliver      52   Senior Vice President -- Human         1994
                           Resources                              
                           
Thomas E. Richards    43   Executive Vice President --            1997
                           Communications and Information         
                           Products
                           
Oren G. Shaffer       55   Executive Vice President and Chief     1994
                           Financial Officer                      
                           
Joan H. Walker        50   Senior Vice President -- Corporate     1996
                           Communications                         
                           
Kelly R. Welsh        45   Executive Vice President and General   1996
                           Counsel                                
                           
Other Corporate                                                   
Officers                                                          

Walter S. Catlow      52   President -- International             1996
                                                                  
Bruce B. Howat        53   Secretary                              1983
                                                                  
Barbara A. Klein      43   Vice President and Comptroller         1996
                                                                  
Gary R. Lytle         53   Vice President -- Federal Relations    1994
                                                                  
Sari L. Macrie        40   Vice President -- Investor Relations   1994
                                                                  
Richard W. Pehlke     43   Vice President and Treasurer           1994
                                                                  

* Member of the board of directors and Chairman of the Executive
Committee


<PAGE>15


   For at least the past five years, Mr. Notebaert, Mr. Catlow, Mr.
Lytle, Mr. Pehlke and Mr. Howat have held high level management or
executive positions with Ameritech or our subsidiaries.  Prior to
assuming their present positions with Ameritech, for the last five
years the other executive officers were employed as follows:

Mr.       President                Ameritech enhanced      1995 to 1997
Allen     President                business services       1993 to 1995
          President and Chief      Marquette Electronics,  1993
          Executive Officer        Inc.                    1989 to 1993
          President                Illinois Bell           
                                   Telephone Company
                                   Wisconsin Bell, Inc.
                                   
Mr.       President and Chief      Columbia TriStar Home   1989 to 1994
Campbell  Executive Officer        Video                   
                                   
Mr.       VP-Human Resources       Johnson Controls        1989 to 1994
Oliver                                                     

Mr.       President                Ameritech network       1995 to 1997
Richards  Vice President --        services                1991 to 1995
          Network Operations       Bell Atlantic           
                                   
Mr.       President                Virgo Cap Inc.          1992 to 1994
Shaffer                                                    

Ms.       Partner                  Bozell Sawyer Miller    1996
Walker    President and Chief      Group                   1993 to 1996
          Executive Officer        Bozell Public           
                                   Relations
                                   
Mr.       Corporation Counsel      City of Chicago         1989 to 1993
Welsh                                                      

Ms.       Vice President and       The Pillsbury Co.       1996
Klein     Controller               Pillsbury Bakeries &    1993 to 1996
          Vice President - Finance Foodservice             1988 to 1993
          Controller               Sears Direct Marketing  
                                   (Sears, Roebuck and
                                   Co.)
                                   
Ms.       VP and Director of       Christensen &           1990 to 1994
Macrie    Research                 Associates              
                                   
   Under the By-Laws of Ameritech, officers are elected annually, but
may be removed at any time at the discretion of the board of
directors.

                              PART II
                                 
Items 5 Through 8.

   There were 760,075 owners of record of Ameritech Common Stock as
of December 31, 1997.  Ameritech Common Stock is listed on the New
York, Boston, Chicago, Pacific, Philadelphia, London, Tokyo,
Amsterdam, Basel, Geneva and Zurich stock exchanges.  We have
included the rest of the information required by these items in the
financial section of our 1997 annual report to shareowners on pages
22 through 33, pages 35 through 49 and on the inside back cover.

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

-  external direct costs of materials and services, such as
   programming costs,
-  payroll costs for employees devoting time to the software
   project, and
-  interest costs to be capitalized.
   

<PAGE>16


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

   In March 1998, Ameritech Wisconsin entered into a definitive
agreement to sell to Century Telephone Enterprises, Inc. the assets
related to a portion of our local exchange business in Wisconsin
for approximately $225 million.  Under terms of the agreement,
Ameritech Wisconsin will sell assets used to serve about 85,000
residential and business access lines in northern and parts of
central Wisconsin.  We anticipate  that the transaction will
conclude in late 1998, pending regulatory approval.

Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

   We have agreed with our accountants on all matters concerning
accounting principles and practices, financial statement
disclosure, auditing scope and procedure during the period covered
by this annual report.

                             PART III
                                 
Items 10 Through 13.

   We are including certain information regarding executive
officers in a separate disclosure in Part I of this report.

   We have included the other information required by these items
in our 1998 annual meeting proxy statement dated February 27, 1998.
You will find our responses to these items on pages 2 through 6, in
the section on Compensation of Directors on page 6, in the section
on Officer and Director Stock Ownership on page 7, and in the
section on Executive Compensation on pages 10 through 19.

                              PART IV
                                 
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Documents filed as part of this report (a):

 (1)Financial Statements (You will find these financial statements
    in our 1997 annual report to shareowners on the page noted):
    
                                                                  Page
                                                                  ----
        Selected Financial and Operating Data....................   22
        Report of Management..............................          34
        Report of Independent Public Accountants.................   35
        Consolidated Statements of Income........................   36
        Consolidated Balance Sheets..............................   37
        Consolidated Statements of Shareowners' Equity...........   38
        Consolidated Statements of Cash Flows....................   39
        Notes to Consolidated Financial Statements...............   40
 
 (2)Financial Statement Schedule - (We have omitted additional
    financial statement schedules because the required information
    is contained in the consolidated financial statements and notes
    listed above, or because schedules are not required or
    applicable.  We have omitted separate financial statements of
    subsidiaries not consolidated and 50% or less owned entities
    because these companies are not "significant subsidiaries" as
    defined in the SEC rules):
    
       II -- Valuation and Qualifying Accounts..................   25

 (3)Report of Independent Public Accountants.................      24
    

<PAGE>17


 (4)Exhibits - (We are including as exhibits to this report certain
    documents we have previously filed with the SEC, identified in
    parentheses below):
    
 Exhibit
 Number
 ------
   3a    -  Ameritech's Certificate of Incorporation, as amended
            on April 30, 1996 (Exhibit 3a to Form 10-Q for the
            quarter ended March 31, 1996, File No. 1-8612).
   3b    -  Ameritech's By-Laws, as amended on March 19, 1997
            (Exhibit 3b to Form 10-Q for the quarter ended March
            31, 1997, File No. 1-8612).
   4b    -  We are not required to file documents which define the
            rights of holders of long and intermediate term debt
            of Ameritech and all of its consolidated subsidiaries.
            We have agreed to furnish a copy of these documents to
            the SEC on request.
   10a   -  Reorganization and Divestiture Agreement between
            American Telephone and Telegraph Company and American
            Information Technologies Corporation and Affiliates,
            dated as of November 1, 1983 (Exhibit 10a to Form 10-K
            for 1983, File No. 1-8612).
   10b   -  Agreement Concerning Contingent Liabilities, Tax
            Matters and Termination of Certain Agreements, among
            American Telephone and Telegraph Company, Bell System
            Operating Companies, Regional Holding Companies and
            Affiliates dated as of November 1, 1983 (Exhibit 10j
            to Form 10-K for 1983, File No. 1-8612).
   10c   -  Ameritech Senior Management Short Term Incentive Plan
            as amended and restated effective as of February 1,
            1998.
   10d   -  Ameritech Stock Retirement Plan for Non-Employee
            Directors (Exhibit 10ll to Form 10-K for 1986, File
            No.
            1-8612).
   10d-  -  First Amendment of Ameritech Stock Retirement Plan for
   1        Non-Employee Directors (Exhibit 10ll-1 to Form 10-K
            for 1988, File No. 1-8612).
   10d-  -  Second Amendment of Ameritech Stock Retirement Plan
   2        for Non-Employee Directors (Exhibit 10ll-2 to Form 10-
            K for 1989, File No. 1-8612).
   10e   -  Ameritech Senior Management Life Insurance Plan
            Agreements (Exhibit 10cc to Form 10-K for 1990, File
            No. 1-8612).
   10f   -  Ameritech Perquisite Program (Exhibit 10ff to Form 10-
            K for 1991, File No. 1-8612)
   10g   -  Ameritech Deferred Compensation Plan for Non-Employee
            Directors (Exhibit 10gg to Form 10-K for 1985, File
            No. 1-8612).
   10g-  -  First Amendment of Deferred Compensation Plan for Non-
   1        Employee Directors (Exhibit 10gg-1 to Form 10-K for
            1986, File No. 1-8612).
   10g-  -  First Amendment of American Information Technologies
   2        Corporation Deferred Compensation Plan for Non-
            Employee Directors effective as of January 1, 1989
            (Exhibit 10gg-2 to Form 10-K for 1988, File No.
            1-8612).
   10g-  -  Second Amendment of American Information Technologies
   3        Corporation Deferred Compensation Plan for Non-
            Employee Directors (Exhibit 10gg-3 to Form 10-K for
            1990, File No. 1-8612).
   10g-  -  Third Amendment of American Information Technologies
   4        Corporation Deferred Compensation Plan for Non-
            Employee Directors (Exhibit 10gg-4 to Form 10-K for
            1990, File No. 1-8612).
   10g-  -  Fourth Amendment of American Information Technologies
   5        Corporation Deferred Compensation Plan for Non-
            Employee Directors (Exhibit 10gg-5 to Form 10-K for
            1992, File No. 1-8612).
   10h   -  Ameritech Plan for Non-Employee Directors' Travel
            Accident Insurance (Exhibit 10hh to Registration
            Statement No. 2-87838).
   10i   -  Ameritech Management Supplemental Pension Plan as
            amended through the Seventh Amendment (Exhibit 10ii to
            Form 10-K for 1991, File No. 1-8612).
   10i-  -  Eighth Amendment of Ameritech Management Supplemental
   1        Pension Plan (Exhibit 10ii-1 to Form 10-K for 1991,


<PAGE>18

            File No. 1-8612).
   10i-  -  Ninth Amendment of Ameritech Management Supplemental
   2        Pension Plan (Exhibit 10ii-2 to Form 10-K for 1991,
            File No. 1-8612).
   10i-  -  Tenth Amendment to Ameritech Management Supplemental
   3        Pension Plan (Exhibit 10ii-3 to Form 10-K for 1993,
            File No. 1-8612).
   10I-  -  Eleventh Amendment to Ameritech Management
   4        Supplemental Pension Plan (Exhibit 10ii-4 to Form 10-K
            for 1993, File No. 1-8612).
   10I-  -  Twelfth Amendment to Ameritech Management Supplemental
   5        Pension Plan (Exhibit 10ii-5 to Form 10-K for 1993,
            File No. 1-8612).
   10I-  -  Thirteenth Amendment to Ameritech Management
   6        Supplemental Pension Plan (Exhibit 10j-6 to Form 10-K
            for 1994, File No. 1-8612).
   10j   -  Ameritech 1989 Long Term Incentive Plan as amended and
            restated effective as of January 1, 1992 (Exhibit 10oo
            to Form 10-K for 1991, File No. 1-8612).
   10j-  -  First Amendment to 1989 Long Term Incentive Plan
   1        (Exhibit 10oo-1 to Form 10-K for 1993, File No. 1-
            8612).
   10j-  -  Resolution concerning the exercisability of stock
   2        options granted under the Ameritech 1989 Long Term
            Incentive Plan, approved on January 17, 1995 (Exhibit
            10k-2 to Form 10-K for 1995, File No. 1-8612).
   10k   -  Ameritech (Subsidiary) Senior Management Short Term
            Incentive Plan as amended and restated effective
            January 1, 1992 (Exhibit 10pp to Form 10-K for 1991,
            File No. 1-8612).
   10l   -  Ameritech Management Employees Benefit Protection
            Trust as amended and restated effective as of December
            1, 1997.
   10m   -  Ameritech Corporate Resource Severance Pay Trust as
            amended and restated effective as of December 1, 1997.
   10n   -  Ameritech Mid-Career Pension Plan (Exhibit 10ff to
            Form 10-K for 1994, File No. 1-8612).
   10n-  -  First Amendment to Ameritech Mid-Career Pension Plan
   1        (Exhibit 10ff-1 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Second Amendment to Ameritech Mid-Career Pension Plan
   2        (Exhibit 10ff-2 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Third Amendment to Ameritech Mid-Career Pension Plan
   3        (Exhibit 10ff-3 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Fourth Amendment to Ameritech Mid-Career Pension Plan
   4        (Exhibit 10ff-4 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Fifth Amendment to Ameritech Mid-Career Pension Plan
   5        (Exhibit 10ff-5 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Sixth Amendment to Ameritech Mid-Career Pension Plan
   6        (Exhibit 10ff-6 to Form 10-K for 1994, File No.
            1-8612).
   10n-  -  Seventh Amendment to Ameritech Mid-Career Pension Plan
   7        (Exhibit 10ff-7 to Form 10-K for 1994, File No. 1-
            8612).
   10n-  -  Eighth Amendment to Ameritech Mid-Career Pension Plan
   8        (Exhibit 10ff-8 to Form 10-K for 1994, File No.
            1-8612).
   10n-     Ninth Amendment to Ameritech Mid-Career Pension Plan
   9        (Exhibit 10o-9 to Form 10-K for 1995, File No.
            1-8612).
   10o   -  Agreement Regarding Change in Control dated as of
            January 19, 1994 between Ameritech and Richard C.
            Notebaert, together with a schedule identifying other
            documents (Exhibit 10mm to Form 10-K for 1993, File
            No. 1-8612).


<PAGE>19

   10p   -  Agreement Regarding Change in Control dated as of
            September 9, 1994 between Ameritech and W. Patrick
            Campbell (Exhibit 10z to Form 10-K for 1994, File No.
            1-8612).
   10q   -  Agreement Regarding Change in Control dated as of
            September 9, 1994 between Ameritech and Walter M.
            Oliver (Exhibit 10aa to Form 10-K for 1994, File No. 1-
            8612).
   10r   -  Agreement Regarding Change in Control dated as of
            January 1, 1995 between Ameritech and Oren G. Shaffer
            (Exhibit 10bb to Form 10-K for 1994, File No. 1-8612).
   10s   -  Agreement Regarding Change in Control dated as of
            December 1, 1995 between Ameritech and Barry K. Allen
            (Exhibit 10v to Form 10-K for 1995, File No. 1-8612).
   10t   -  Agreement Regarding Change in Control dated as of
            August 1, 1996 between Ameritech and Joan H. Walker
            (Exhibit 10u to Form 10-K for 1997, File No. 1-8612).
   10u   -  Agreement Regarding Change in Control dated as of
            December 20, 1996 between Ameritech and Kelly R. Welsh
            (Exhibit 10-v to Form 10-K for 1997, File No. 1-8612).
   10v   -  Agreement Regarding Change in Control dated as of
            January 20, 1997 between Ameritech and Thomas E.
            Richards (Exhibit 10-w to Form 10-K for 1997, File No.
            1-8612).
   10w   -  Ameritech Key Management Life Insurance Plan as
            amended and restated effective as of February 1, 1998.
   10x   -  Ameritech Estate Preservation Plan as amended and
            restated effective as of February 1, 1998.
   10y   -  Ameritech Corporate Resource Long Term Disability Plan
            as amended and restated effective as of February 1,
            1998.
   10z   -  Ameritech Corporate Resource Transfer Program as
            amended and restated effective as of February 1, 1998.
   10aa  -  Ameritech Corporate Resource Supplemental Pension Plan
            as amended and restated effective as of December 1,
            1995 (Exhibit 10bb to Form 10-K for 1995, File No. 1-
            8612).
   10bb  -  Ameritech Corporate Resource Supplemental Pension
            Trust as amended and restated effective as of May 1,
            1996 (Exhibit 10cc to Form 10-K for 1997, File No. 1-
            8612).
   10cc  -  Ameritech Corporate Resource Deferral Plan as amended
            and restated effective as of February 1, 1998.
   10dd  -  Ameritech Corporate Resource Severance Pay Plan as
            amended and restated effective as of February 1, 1998.
   10ee  -  Ameritech Management Committee Short Term Incentive
            Plan as amended and restated effective February 1,
            1998.
   10ff  -  Ameritech Long-Term Stock Incentive Plan as amended
            and restated effective as of February 1, 1998.
   12    -  Computation of ratio of earnings to fixed charges for
            the five years ended December 31, 1997.
   13    -  Portions of Ameritech's 1997 annual report to
            shareowners.
   21    -  Ameritech's subsidiaries.
   23    -  Consent of Arthur Andersen LLP.
   24    -  Powers of Attorney.
   27    -  Financial Data Schedule for current period and
            restated Financial Data Schedules for other periods.
   99a   -  Form 11-K Annual Report for the fiscal year ended
            December 31, 1997 of the Ameritech Savings Plan for
            Salaried Employees, to be filed by amendment.
   99b   -  Form 11-K Annual Report for the fiscal year ended
            December 31, 1997 of the Ameritech Savings and
            Security Plan (Non-Salaried Employees), to be filed by
            amendment.
   99c   -  Form 11-K Annual Report for the fiscal year ended
            December 31, 1997 of the DonTech Profit Participation
            Plan, to be filed by amendment.

<PAGE>20


   We will furnish to a shareowner on request, without charge, a
copy of the 1997 annual report to shareowners and the notice of
1998 annual meeting and proxy statement, portions of which are
referred to in and considered part of this report.  Copies of these
two documents are also available on Ameritech's Internet site at
www.ameritech.com.  We will furnish any other exhibit at cost.

(5)Reports on Form 8-K:
   
   We filed a Current Report on Form 8-K dated December 17, 1997
under Item 5, Other Items, to report a two-for-one stock split
effected as a stock dividend, authorization of a stock repurchase
plan and increase of the quarterly dividend to 30 cents per post-
split share, payable February 2, 1998 to shareowners of record on
December 31, 1997.

   We filed another Form 8-K dated January 13, 1998 under Item 7,
Financial Statements and Exhibits, to report Ameritech's earnings
for the fourth quarter and year ended December 31, 1997.


<PAGE>21
   
   
                            SIGNATURES
                            ----------
                                 
   According to requirements of the Securities Exchange Act of 1934,
an authorized company official has signed this report on our behalf.

                                           AMERITECH CORPORATION


                                            /s/ Barbara A. Klein
                                       -----------------------------
                                             Barbara A. Klein,
                                       Vice President and Comptroller

   March 12, 1998
   

<PAGE>22


   According to the requirements of the Securities Act of 1934, the
following officers and directors have signed this report on our
behalf.

   Principal Executive Officer:
   
       R. C. Notebaert*
            Chairman, President and
                 Chief Executive Officer
   
   Principal Financial Officer:
   
       O. G. Shaffer*
            Executive Vice President
                 and Chief Financial Officer
   
   Principal Accounting Officer:
   
        B. A. Klein                         /s/ Barbara A. Klein
                                       -----------------------------
            Vice President and Comptroller  (*Barbara A. Klein,
                                             for herself and as
                                             Attorney-in-Fact)
   March 12, 1998
   
   Directors:
   D. C. Clark*
   M. R. Goodes*
   H. H. Gray*
   J. A. Henderson*
   S. B. Lubar*
   A. C. Martinez*
   J. B. McCoy*
   R. C. Notebaert*
   J. D. Ong*
   A. B. Rand*
   L. D. Tyson*
   J. A. Unruh*


<PAGE>


GLOSSARY

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

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

ADSL (Asymmetric Digital Subscriber Line) -
-----------------------------------------
a technology that uses the existing copper phone wiring serving
virtually all homes and businesses to provide faster network access
to the Internet and other popular multimedia and data services at
speeds more than 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 Companies -
--------------
the former Bell telephone subsidiaries of AT&T, including
Ameritech's five local exchange companies in Illinois, Indiana,
Michigan, Ohio and Wisconsin.

Bundled (unbundled) network elements -
------------------------------------
two or more components of a regulated service for which one
inclusive rate is charged; separate components of a regulated
service for which separate rates are charged.

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.

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

Derivative -
----------
an instrument that derives its value from the value of something
else, usually a price index, an interest rate, a foreign exchange
rate, or the price of a financial instrument or commodity.

Dial-1-plus (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 1's and 0's 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.  In response to direction from the Congress, 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 United States
business enterprises.

Hedging activities -
-------------------
risk management activities involving derivatives.

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.

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.

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

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


<PAGE>23


Local access and transport areas (LATAs) -
----------------------------------------
geographic areas established in connection with AT&T's 1982
antitrust settlement with the United States government.  LATAs are
applicable only to the former Bell Companies and mark the
boundaries within which each company, including the Ameritech
landline communications subsidiaries, may provide telephone
service.  They are generally centered on a city or other
identifiable community of interest.

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

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

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

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

Price caps -
----------
a form of regulation that sets maximum limits on the prices that
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.

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

RHCs -
----
the seven regional holding companies formed in connection with the
court-approved divestiture of certain assets of AT&T Corp.,
formerly American Telephone and Telegraph Company.  With the 1997
mergers of two of the RHCs, Pacific Telesis Group into SBC
Communications Inc. and NYNEX Corporation into Bell Atlantic
Corporation, five RHCs remain.

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

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

Switching and transport -
-----------------------
the process of carrying information from one end point to another
by connecting appropriate communications channels to form a desired
circuit between the two end points.

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.

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


<PAGE>24
                                 
             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                 
                                 
                                 
Board of Directors
Ameritech Corporation

   We have audited in accordance with generally accepted auditing
standards the financial statements included in Ameritech
Corporation's annual report to shareowners for the year ended
December 31, 1997, incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 13, 1998.  Our audits
were made for the purpose of forming an opinion on those financial
statements taken as a whole.  The financial statement schedule
listed in Item 14(a)(2) is the responsibility of Ameritech's
management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the
basic financial statements.  This schedule has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.




ARTHUR ANDERSEN LLP


Chicago, Illinois
January 13, 1998


<PAGE>25

   
                              AMERITECH CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          ALLOWANCE FOR UNCOLLECTIBLES
                              (Dollars in Millions)
                                        
                                        
       COL. A        COL. B            COL. C                COL. D      COL. E
       ------        ------      -----------------           ------      ------
                                     Additions
                                 -----------------
                  Balance at   Charged       Charged                   Balance
                  Beginning        to       to Other                 at End of
                  of Period   Expense (a)  Accounts (b)  Deductions (c) Period
                  ---------   ----------   -----------   -------------   ------
 
 Year 1997...........$ 320      $ 355         $493         $ 860       $ 308   
 Year 1996...........  166        421          368           635         320
 Year 1995...........  147        205          231           417         166
 
 ----------------------
     
     
   (a)Excludes direct charges and credits to expense on the statements of
      income and reinvested earnings related to interexchange carrier
      receivables.
      
   (b)Includes principally amounts previously written off which were
      credited directly to this account when recovered and amounts related
      to long distance carrier receivables which are being billed by
      Ameritech, as well as a reclassification in 1996 of $42 million from
      current liabilities to more accurately state the allowance.
      
   (c)Amounts written off as uncollectible.