UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                 FORM 10-K
                                     
           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     
                For the fiscal year ended December 31, 1996
                       Commission File Number 1-8612
                                     
                           AMERITECH CORPORATION
A Delaware Corporation                            I.R.S. Employer No.
                                                      36-3251481
                           30 South Wacker Drive
                         Chicago, Illinois  60606
                      Telephone Number 1-800-257-0902
                                     
   Securities registered pursuant to Section 12(b) of the Act:
   
                 Common Stock (Par Value $1.00 Per Share)
                     Preference Stock Purchase Rights
                                     
   Exchanges on which registered:
           Common Stock: New York, Chicago, Boston, Pacific and
                               Philadelphia
                Preference Stock Purchase Rights: New York
                                     
   Securities registered pursuant to Section 12(g) of the Act:
   None
   
      Indicate by check mark whether the registrant (1) has filed
   all reports required to be filed by Section 13 or 15(d) of the
   Securities Exchange Act of 1934 during the preceding 12 months
   (or for such shorter period that the registrant was required to
   file such reports) and (2) has been subject to such filing
   requirements for the past 90 days. Yes    X  No
   
      Indicate by check mark if disclosure of delinquent filers
   pursuant to Item 405 of Regulation S-K is not contained herein,
   and will not be contained, to the best of registrant's
   knowledge, in a definitive proxy statement or information
   statement incorporated by reference in Part III of this Form 10-
   K or any amendment to this Form 10-K.     X
     Based on the average sales price, the aggregate market value
  of the voting stock held by nonaffiliates of Ameritech
  Corporation on February 28, 1997 was approximately
  $35,142,000,000 based on the closing price of $63.75 per share.
  As of that date, 551,243,884 common shares and preference stock
  purchase rights were issued and outstanding.
      
      
                    DOCUMENTS INCORPORATED BY REFERENCE
      
      Portions of the registrant's annual report to security
   holders for the year ended December 31, 1996 (Part II, Items 5
   through 8, Part IV, Item 14).
   
      Portions of the registrant's definitive proxy statement
   dated February 27, 1997 issued in connection with the annual
   meeting of shareowners (Part III, Items 10 through 13).
   

<PAGE>

                                     
                                     
                                     
                                     
                             TABLE OF CONTENTS
                                     
                                  PART I
                                     
 Item                                                        Page
 ----                                                        ----
  1.   Business.........................................       1
  
  2.   Properties.......................................      15
  
  3.   Legal Proceedings................................      16
  
  4.   Submission of Matters to a Vote of Security
        Holders ........................................      17

       Executive Officers...............................      17
                                     
                                  PART II
                                     
  5.   Market for Registrant's Common Equity and Related
        Stockholder Matters.............................      18
  
  6.   Selected Financial and Operating Data............      18
  
  7.   Management's Discussion and Analysis of
         Results of Operations and
         Financial Condition  ..........................      18
  
  8.   Financial Statements and Supplementary Data......      18
  
  9.   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure.........      18
       
                                     
                                 PART III
                                     
  
  10.  Directors and Executive Officers
       of the Registrant................................      19
  
  11.  Executive Compensation...........................      19
  
  12.  Security Ownership of Certain Beneficial Owners
        and Management..................................      19
  
  13.  Certain Relationships and Related Transactions...      19
                                     
                                  PART IV
                                     
  14.  Exhibits, Financial Statement Schedules,
        and Reports on Form 8-K.........................      19









                                     
                                     
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                                  PART I
                                     
   Item 1.   Business.
   
   The Company
   
      Ameritech Corporation (Ameritech or the Company), a holding
   company incorporated in 1983 under the laws of the State of
   Delaware, has its principal executive offices at 30 South Wacker
   Drive, Chicago, Illinois 60606 (telephone number 1-800-257-0902).
   The Company provides a wide range of communications services,
   including local and long distance telephone, cellular, paging,
   directory advertising, security monitoring, cable TV, electronic
   commerce and on-line services.
   
      Ameritech operates its business within the framework of
   customer-specific business units delivering specialized services
   to various categories of customers, each with unique requirements.
   The functions of the business units, which include consumer,
   business, cellular, advertising and capital services, as well as
   services provided to other companies in the communications
   industry, overlap the legal entities which form the infrastructure
   of the Company.  The products and services of all the companies
   are marketed under the "Ameritech" brand identity, but the
   Company's five landline communications companies remain
   responsible within their respective service areas for providing
   telephone and other communications services, subject to regulation
   by the Federal Communications Commission (FCC) and the respective
   public service commissions in Illinois, Indiana, Michigan, Ohio
   and Wisconsin.
   
      The Company is one of seven regional holding companies (RHCs)
   formed in connection with the court-approved divestiture of
   certain assets of AT&T Corp. (AT&T), formerly American Telephone
   and Telegraph Company.  Effective January 1, 1984, AT&T
   transferred to Ameritech its 100% ownership of the exchange
   telecommunications, exchange access and printed directory
   advertising portions of Illinois Bell Telephone Company; Indiana
   Bell Telephone Company, Incorporated; Michigan Bell Telephone
   Company; The Ohio Bell Telephone Company and Wisconsin Bell, Inc.
   (referred to collectively as the "Ameritech landline
   communications subsidiaries" and individually as Ameritech
   Illinois, Ameritech Indiana, etc.), as well as a cellular
   communications company.
   
      The consent decree, entitled "Modification of Final Judgment"
   (Consent Decree), as originally approved in 1982 by the United
   States District Court for the District of Columbia (Court), placed
   restrictions on the post-divestiture activities of the seven RHCs,
   including Ameritech.  Relief from these restrictions could be had
   only upon a showing to the Court that there was no substantial
   possibility that the requesting company could use its monopoly
   power to impede competition in the market it sought to enter.
   Over time, the Court granted waivers to the RHCs to engage in
   otherwise prohibited lines of business, including the right to
   offer information services.  The Company sought to remove or
   modify the remaining restrictions, which included prohibitions on
   providing long distance services and manufacturing
   telecommunications equipment.  These efforts were suspended upon
   the passage of the Telecommunications Act of 1996 (Telecom Act).
   The Telecom Act effectively superseded future operation of the
   Consent Decree.  Consequently, in April 1996, the Court issued an
   order terminating the Consent Decree and dismissing all pending
   waiver requests.
   
   Implementing the Telecom Act
   
      On February 8, 1996, the first comprehensive overhaul of
   telecommunications legislation in 62 years was signed into law,
   removing barriers that prevented the phone, cable TV and broadcast
   industries from entering each others' businesses.  The Telecom Act
   addresses various aspects of competition within, and regulation
   of, the communications industry.  Among other things, the new 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 Act gives
   the FCC the authority to determine when the 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
   
                                     1
                                     
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   checklist.  For the RHCs, immediate relief under the new 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.  The law eliminates any
   remaining barriers to companies wishing to compete against
   providers of local phone service.
   
      As required by the new law, in August 1996 the FCC adopted
   rules to implement the local competition provisions.  The rules
   require local exchange carriers, among other duties, to (1)
   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; (2) provide such
   carriers with access to network elements on an unbundled basis;
   and (3) 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 address 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 U.S. 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" rules.  The U.S.
   Supreme Court declined to overturn the appeals court stay.  The
   stay will be in effect until the appeals court decides on the
   merits of those provisions, which is likely in 1997.  Although
   Ameritech filed a separate lawsuit, the appeals court consolidated
   all challenges to the FCC rules.  In the meantime, the rest of the
   FCC's interconnection rules remain in effect.
   
      It will not be possible to determine what effect the FCC rules
   will have on the Company's business until challenges to the rules
   have been resolved and the state regulatory commissions have acted
   on the matters within their jurisdictions.
   
   Ameritech's Full-Service Communications Business
   
   Landline Communications Services
   
      Ameritech furnishes a wide variety of advanced communications
   services, including local exchange and toll service, 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 Illinois, Indiana, Michigan, Ohio and Wisconsin.  These
   LATAs are generally centered on a city or other identifiable
   community of interest, and each LATA marks the boundary within
   which each Ameritech landline communications company may provide
   telephone service.  The companies provide two basic types of
   communications services.  They transport communications traffic
   between a subscriber'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).  In addition, 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).
   
      The Company 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.  It offers call management services, including voice mail,
   Caller ID, call waiting and call forwarding, as well as digital
   network services such as on-line database access and fax
   messaging, document sharing functions and video conferencing for
   desktop computers.  A new national directory assistance service
   became available in the Chicago and Detroit areas in 1996, with
   plans calling for this service to be offered across the region.
   Ameritech provides billing and collection services for several
   companies, including billing for long distance services offered by
   certain long distance carriers, some of which began billing their
   own customers in 1996.  In 1996, Ameritech launched the first
   phase of a plan to offer a single bill for local, local toll,
   cellular, paging and security monitoring services, with cable TV
   and Ameritech long distance services to be added at a later date.
   
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   <PAGE>
   
      Ameritech markets its local phone services on a wholesale basis
   to certain carriers that resell services from the Company's
   network.  At year end, the Company served more than 3,000 network
   and information providers, including cellular, personal
   communications services (PCS) and other communications companies,
   who buy services to use in their product offerings.
   
      Local service is a growing segment of the market.  Ameritech
   added 647,000 customer access lines in 1996, bringing the total to
   19.7 million, primarily the result of second line additions as
   residential customers installed fax machines and added modems for
   Internet access and data transmission.  Demand for call management
   services also increased as customers sought greater convenience
   and control over their telephone communications.  Business lines
   grew by almost 7.0% to 6.6 million and residential lines increased
   by 3.1% to 12.4 million.  Call management subscribership increased
   by 24%.  At the end of 1996, the Company led its industry peers in
   productivity with 392 customer lines per landline communications
   company employee, a 5.1% increase in 1996.  As of December 31,
   1996, 83% of Ameritech's customer lines were served by digital
   switches and 95% were served by fiber optic cable.
   
      The following table sets forth the number of access lines
   served by Ameritech at the end of each of the last five years:
   
                          Access lines in service
                                     
                              (in thousands)
                                     
                                 1996    1995    1994   1993    1992
                                 ----    ----    ----   ----    ----
   Illinois..................   6,473   6,258   5,983  5,763   5,586
   Indiana...................   2,086   2,018   1,924  1,855   1,770
   Michigan..................   5,124   4,979   4,747  4,563   4,431
   Ohio......................   3,884   3,754   3,609  3,481   3,380
   Wisconsin.................   2,137   2,048   1,976  1,898   1,834
   Total lines...............  19,704  19,057  18,239 17,560  17,001
   Percent increase over prior
     year....................     3.4     4.5     3.9    3.3     2.5

   Regulatory Environment - Federal
   
      The Ameritech landline communications subsidiaries are subject
   to the jurisdiction of the FCC pursuant to applicable law.  The
   FCC prescribes for communications companies a uniform system of
   accounts, rules for apportioning costs between regulated and
   nonregulated services, and 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 the jurisdiction of the FCC and those
   applicable to intrastate services under the jurisdiction of the
   respective state regulatory authorities.
   
      The transformation of the local exchange business has been
   underway for some time, even before recent federal legislation.
   Ameritech's interstate revenues are now 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 for interstate access as
   compensation for the use of their facilities for the origination
   or termination of long distance and other communications by other
   carriers.  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 and video dial tone service offerings, provided they do
   not exceed the allowed price cap.  Under interim changes to the
   price cap plan, the FCC adopted three productivity/sharing
   options.  Ameritech elected the 5.3% productivity factor which
   allows the Company to retain all of its earnings, whereas election
   of a lower factor would require earnings to be shared with
   customers.  The FCC has established a rulemaking proceeding to
   consider permanent changes to its price cap regulation plan.
   
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      One major regulatory uncertainty concerns access charge reform.
   In December 1996, the FCC laid out its proposals in this area,
   asking for comments on a number of steps it would take to
   restructure the fees to make the system compatible with the pro-
   competitive deregulatory framework established by the Telecom Act.
   This move was the third in a trilogy of FCC actions that it has
   said are designed to foster and accelerate the introduction of
   efficient competition in all telecommunications markets.  In
   August 1996, the FCC released its Interconnection Order to
   implement the local competition provisions of the Telecom Act.  In
   November 1996, the Federal-State Universal Service Joint Board
   issued its recommendations to the FCC for reforming the existing
   system of universal basic telephone service, which is the part of
   access charges used, among other things, to subsidize local
   service in high cost areas of the country.  The goal is to
   preserve and advance universal service in a manner that permits
   local telephone markets to move from monopoly to competition.  The
   FCC's current access charge policies were adopted at the time of
   the divestiture by AT&T.  These policies were designed primarily
   to promote competition in the interstate, interexchange market by
   ensuring that all long distance companies would be able to
   originate and terminate their traffic over incumbent local
   exchange carrier networks at just, reasonable and
   nondiscriminatory rates.  Although these policies contemplated
   long distance competition, they did not attempt to address the
   potential effects of full competition.  Final rules on access
   charges are expected in May 1997.  In a separate proceeding, the
   FCC is working to overhaul the mechanism to determine the actual
   cost of universal service and how those costs will be recovered.
   
      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 therefore are exempt from access charges.
   The FCC made no specific proposals, but tentatively concluded that
   enhanced service providers should not be subject to access charges
   as currently constituted.
   
   Other FCC Matters
   
      In June 1996, the FCC adopted rules that will allow customers
   to switch local exchange carriers without having to change their
   phone numbers.  Under the rules, by the end of 1998 the one
   hundred largest metropolitan areas must have "number portability"
   that meets FCC standards, and local exchange carriers are required
   to offer temporary number portability, such as remote call
   forwarding, immediately.  The FCC has not yet decided whether
   wireless carriers must offer portability.  The groundwork for
   number portability was already laid in Illinois in March 1996 when
   the state regulatory commission approved a stipulated agreement
   among Ameritech and other telecommunications carriers, the first
   of its kind in the nation, to implement number portability as soon
   as technically feasible in the Chicago area, as early as 1997.
   
      In July 1996, the FCC announced that the former Bell operating
   companies of AT&T (Bell Companies) providing out-of-region long
   distance service through an affiliate will be regulated as
   "nondominant carriers" as long as they meet three requirements.
   The interim rules allow the Bell Companies nondominant carrier
   status if their affiliated companies maintain accounting records
   separate from those of the parent company, do not jointly own
   transmission or switching equipment with the parent company and
   obtain services from the parent company at tariffed rates.
   Nondominant carriers do not face price cap regulation and their
   tariffs take effect on one day's notice, compared with at least
   two weeks for dominant carriers.  The FCC plans to establish final
   rules for Bell Company out-of-region services in another
   rulemaking that began in March 1996.
   
      In December 1996, the FCC issued transitional structural and
   accounting rules that apply to the provision of certain services
   provided by the Bell Companies including in-region long distance
   services.  These rules require that certain services be provided
   through a separate affiliate and prohibit joint ownership of
   switching and transmission facilities.  In addition, they call for
   nondiscrimination between the affiliate and nonaffiliate long
   distance carriers, subject to certain exceptions.  The FCC order
   did not resolve the issue of whether Bell Company in-region long
   distance affiliates will be considered nondominant.
   
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   Regulatory Environment - State
   
      The Ameritech landline communications subsidiaries are also
   subject to regulation by state commissions with respect to certain
   intrastate rates and services.  Ameritech operates under price
   regulation in each of the states in its region.  Under some of
   these regulatory regimes, in exchange for certain regulatory
   freedoms the Company has agreed to certain rate reductions and
   moratoriums on price increases for two to six years.  Ameritech
   has asked all five state commissions in its region to declare that
   its statement of generally available terms and conditions for
   interconnection meets the competitive checklist under the Telecom
   Act.
   
   Illinois
   
      Advantage Illinois, approved by the Illinois Commerce
   Commission (ICC) in 1994, provided a new framework for regulating
   Ameritech Illinois by capping prices for noncompetitive services.
   At the same time, the monthly line charge for residential
   customers and residential calling rates within local calling areas
   was capped 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 the incentive to invest in new technology, develop new
   services and improve efficiency.
   
      In April 1996, Ameritech Illinois implemented Dial 1+
   capability in its local toll markets, giving customers the ability
   to choose an alternate carrier for intraLATA toll calls by dialing
   1 before the phone number.  The ICC issued an order in June that
   set rules and pricing mechanisms for interconnection, unbundled
   network elements and the wholesale discount to resellers of local
   services.  The order was in response to an AT&T petition that
   requested a wholesale price for retail services of Ameritech
   Illinois and another Illinois local exchange carrier.  In July
   1996, the company implemented a $31 million general rate
   reduction, including price cuts for residential calling, Caller ID
   and other optional features and monthly line charges for business
   customers statewide.  This was the third consecutive year of price
   reductions under the Advantage Illinois plan totaling $164
   million.  In November, the ICC allowed Ameritech's statement of
   generally available terms and conditions for interconnection to go
   into effect, subject to further review by the ICC.  In February
   1997, a Second Interim Order was issued by the ICC which
   incorporated updates based on an interconnection agreement
   recently approved by the ICC.
   
   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.  Monthly rates for basic local residential service
   decreased by more than two dollars over two years and remain
   capped until 1998.  In addition, Ameritech Indiana is investing up
   to $120 million in infrastructure to extend advanced
   communications links, including two-way interactive video, to
   interested schools, hospitals and major government institutions by
   the year 2000.
   
   Michigan
   
      Ameritech Michigan is governed by the Michigan
   Telecommunications Act (MTA), which is in effect until January
   2001.  Under the law, Ameritech Michigan is authorized to
   restructure local exchange, toll and access rates to address
   historical subsidies built into rates. The MTA ended rate
   regulation of intraLATA toll and payphone services and streamlined
   the procedures to obtain increases in local exchange rates.
   
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      Ameritech Michigan began rebalancing its local exchange pricing
   structure in February 1996.  The previous structure, designed more
   than 60 years ago, included subsidies that deterred competition.
   Prices for basic local services were increased by a maximum of 99
   cents per month for business and certain residential customers.
   Some residents saved as much as 14 cents per month.  This was the
   company's first increase in residential prices and the second
   increase in business prices since 1984.
   
      In July 1996, as a result of a Michigan Public Service
   Commission (MPSC) order requiring Ameritech Michigan to either
   discount intraLATA access rates or provide dialing parity on toll
   calls in over 80% of its exchanges, the company announced plans to
   reduce certain access fees to long distance companies in Michigan
   by 55%.  Beginning January 1, 1996, consumers in certain Ameritech
   Michigan exchange areas were able to use Dial 1+ capability for
   intraLATA toll calls.  In December 1996, the Michigan Court of
   Appeals issued a stay of the MPSC orders requiring statewide
   implementation of dialing parity.  The stay will continue until
   the Court of Appeals can hear the entire case and render a
   decision.  The Michigan Supreme Court declined to vacate the stay.
   Ameritech Michigan already provides Dial 1+ capability to over 70%
   of its access lines.  More customers will be given this capability
   as the company proceeds through the regulatory process to offer
   interLATA long distance service.
   
      In January 1997, Ameritech Michigan filed for commission
   approval to continue the rate restructuring to better align
   telecommunications prices with their costs.  If approved by the
   MPSC, the changes could become effective in early May 1997.
   
   Ohio
   
      In January 1995, Ameritech Ohio implemented its 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.  A series
   of rate reductions totaling $84 million annually are being phased
   in 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 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.
   
      In March 1996, the Ohio Supreme Court released an opinion
   reversing the PUCO's order that approved the Advantage Ohio plan
   and remanding the matter to the commission.  The court ruled that
   the PUCO exceeded its statutory authority when it used alternative
   rate-setting methods to establish basic local exchange service
   rates because of the procedure followed by the company and the
   commission.  In June 1996, the governor of Ohio signed into law a
   bill that restored the original benefits of the plan and included
   $21 million in intrastate access charge reductions, as well as
   additional customer benefits in the event Ameritech Ohio does not
   meet prescribed levels of service.
   
   Wisconsin
   
      With passage of a telecommunications bill in 1994, the Public
   Service Commission of Wisconsin (PSCW) regulates Ameritech
   Wisconsin prices rather than earnings.  Under the law, price
   regulation places no limits on how much the company can earn in
   Wisconsin.  Ameritech Wisconsin filed tariffs to adopt pure price
   regulation effective September 1, 1994.  Prices were reduced by
   $35 million on an annualized basis.  An additional $10 million
   carrier common line access charge reduction was phased in over a
   two year period ending in 1996.  Under the terms of the bill,
   Ameritech Wisconsin committed to spending, by the year 2000, 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.
   
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      In 1995, tariffs were filed, effective January 1, 1996, which
   required implementation of Dial 1+ capability.  By September 1996,
   all of Ameritech Wisconsin's service area had been converted to 1+
   dialing.
   
      In 1996, the PSCW referred a quality of service complaint
   against Ameritech Wisconsin to the state Attorney General's office
   for prosecution and appealed a county circuit court's decision
   that dismissed the commission's direct civil court action against
   the company.  The PSCW sued Ameritech Wisconsin regarding
   compliance with service standards in 1995, but the suit later was
   dismissed by the county court.  The Company has made a good-faith
   effort to offer additional compensation to customers throughout
   the region affected by past service problems and has taken steps
   to ensure that customers receive excellent service, including
   improving productivity, hiring additional service technicians and
   upgrading internal systems for dispatching repair crews.  The
   Company's service problems in the summer of 1995 resulted from
   severe weather that caused service disruptions, as well as
   personnel shortages resulting in part from an early retirement
   offer in 1994 and 1995 that proved more popular than anticipated.
   
      In April 1997, Ameritech Wisconsin plans to introduce a flat
   rate plan for local toll calls.  The new rate will replace the
   company's current local toll pricing structure which includes over
   40 different rates.
   
   Other State Matters
   
      Ameritech has negotiated and secured state commission approval
   of a significant number of agreements with competing local
   carriers to interconnect to Ameritech's network, as provided for
   under the Telecom Act.  The state commissions have issued
   arbitration rulings to settle negotiations between the Company and
   various carriers on issues involved in opening local phone service
   to competition.  Final agreements based on these actions will
   provide competitive carriers with the services and network
   elements they seek in order to enter the local service market.
   
   Cellular and Other Wireless Services
   
      Ameritech provides wireless transport of voice, data and video,
   plus certain call management services, to more than 2.5 million
   cellular customers in Illinois, Indiana, Hawaii, Michigan,
   Missouri, Ohio and Wisconsin.  In 1996, the Company added
   approximately 620,000 cellular customers to its base, a 33%
   increase over the prior year.  Commercial introduction of
   ClearPath [SM], the Company's new Code Division Multiple Access
   (CDMA) digital cellular service, offering improved call clarity,
   longer battery life, superior privacy, fraud protection and call
   management features, is planned for the Chicago area in mid-1997,
   with the Detroit market to follow.
   
      Upon passage of the Telecom Act, the Company offered long
   distance service to its cellular customers in Illinois, Indiana,
   Michigan, Ohio, Wisconsin and Missouri and is currently serving
   more than a million customers with cellular long distance service.
   Long distance calls originating within but terminating outside of
   the region are carried by two long distance companies, WorldCom,
   Inc. and Teleglobe Inc.
   
      The explosion in communication connectivity has caused the
   market for managing, storing, processing and using information to
   grow.  Consequently, the requirement of the network to transport
   data, in addition to voice messages, is rapidly increasing.
   Ameritech's wireless data solutions help mobile workers respond to
   their customers faster by enabling them to access computer
   information at the office.
   
      Worldwide, the Company, including companies owned partially by
   Ameritech, serves approximately 3.9 million cellular customers.
   Ameritech has interests in strategic cellular partnerships in
   Norway, China and, until recently, Poland, and has investments in
   other cellular providers, discussed in the section on Ameritech's
   Global Expansion.
   
      The Company currently provides local and nationwide paging
   services to customers using more than 1.1 million paging units in
   Illinois, Indiana, Michigan, Minnesota, Missouri, Ohio and
   Wisconsin, a 53% increase over 1995.  In 1994, Ameritech won the
   narrowband PCS regional license to offer two-way paging in the
   Midwest.  The Company
   
                                     7
                                     
   <PAGE>
   
   plans to offer 2-way paging to customers regionwide beginning in
   1997.  The return paging channel will enable users of two-way
   pagers to acknowledge a page and, eventually, to provide a
   detailed response.  New products and services will provide
   customers with a wireless e-mail connection to the Internet,
   allowing customers to receive and send e-mail anytime, anywhere.
   
      In 1995, Ameritech acquired broadband PCS licenses in the
   Cleveland and Indianapolis major trading areas and has begun
   system construction in both of these markets.  These licenses
   cover almost 8 million potential customers and will provide an
   effective complement to the Company's existing cellular and
   landline networks.  Ameritech is currently offering wireless
   services to customers in Indianapolis and Cleveland through resale
   agreements and plans to provide facility-based services beginning
   in 1998.
   
   Directories and Electronic Advertising Services
   
      Ameritech provides directory and electronic advertising to
   local, regional and national businesses throughout its five state
   region.  The Company publishes more than 450 Ameritech
   PagesPlus[R] white and yellow pages directories in Indiana,
   Wisconsin, Ohio and Michigan and, in partnership with Donnelley
   Directory, in Illinois and northwestern Indiana, with a total
   distribution of over 40 million.
   
      In order to complement its existing product lines and leverage
   its present content investments, Ameritech introduced its on-line
   Yellow Pages in 1996.  The service links Internet users to more
   than 10 million businesses in the United States and thousands of
   other World Wide Web information and shopping sources.  The
   Ameritech[SM] Internet Yellow Pages, located at yp.ameritech.net,
   provides extensive national, regional and local information in the
   familiar yellow pages directory format.  In addition to offering
   simple listings, Ameritech develops custom web sites to help
   advertisers meet their promotional and business needs.
   
   Capital Services
   
      Ameritech offers a wide range of leasing and equipment
   financing solutions for medium to large businesses and
   governmental units.  The Company has financed more than $2.5
   billion worth of equipment and services since 1984, serving
   approximately 6,000 customers in all 50 states.
   
   Ameritech's New Services
   
   Cable TV
   
      Currently, Ameritech cable TV systems are in operation in 20
   communities in the Chicago, Detroit, Cleveland and Columbus areas.
   The Company has 35 franchise agreements representing 700,000
   households and more than 1.7 million people.  Ameritech, GTE
   Corporation, The Walt Disney Company, BellSouth Corporation
   (BellSouth), SBC Communications Inc. and Southern New England
   Telecommunications Corporation (SNET) are partners in a venture
   designed to develop, acquire, package and market traditional and
   interactive video programming to millions of consumers nationwide.
   The agreements provide that the Los Angeles-based joint venture,
   named Americast, will be funded collectively by the five original
   partners with $500 million over a five-year period, plus a smaller
   investment from SNET.  Initially, the americast [TM] package of
   programming delivered by Ameritech is a comprehensive offering of
   80 to 90 channels which could expand to include several hundred
   channels in the next few years.  The venture is developing a
   navigator, software that creates an on-screen viewing environment,
   to allow customers to access these services with ease.
   
                                     8
                                     
   <PAGE>
   
   Security Monitoring
   
      Ameritech is the United States' second largest provider in the
   security monitoring business through the acquisitions of
   SecurityLink in December 1994 and The National Guardian
   Corporation in October 1995.  In July 1996, the Company purchased
   the security monitoring assets of Richmond, Virginia-based Circuit
   City Stores, Inc.  In addition, Ameritech agreed to provide
   security monitoring for Circuit City's 536 U.S. stores.  In
   September 1996, the Company formed a strategic alliance with
   FirstService Corp. by purchasing the security monitoring assets of
   Pre-Alert Security Systems, Inc. and certain security monitoring
   accounts of Intercon Security Ltd.  Both companies are based in
   Toronto, Canada.  In November 1996, Ameritech formed a strategic
   alliance with Toronto-based Romex Security Systems, Inc., making
   the combined operations the largest security monitoring services
   provider in Canada.  Under the agreement, the Company's Canadian
   subsidiary acquired the assets of Romex, including monitoring
   contracts, its alarm monitoring station and its regional alarm
   response services.  Romex management will continue to oversee the
   operation's strategic direction and development in coordination
   with SecurityLink's Canadian management team.
   
      SecurityLink [SM] 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.  The
   Company currently serves approximately 367,000 residential and
   business customers in all 50 states and Canada.
   
   Long Distance Services
   
      Under the Telecom 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.  The FCC will 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 entry into the market.  The FCC has 90 days to act
   upon a local exchange carrier's application to provide interLATA
   long distance service.
   
      InterLATA long distance is a $9 billion market in the Ameritech
   local service area.  The Company expects to offer landline long
   distance service within its region in 1997. Ameritech is certified
   to provide long distance service in all states outside its five-
   state region.  Long distance carriers, WorldCom, Inc. and
   Teleglobe Inc., will complete long distance calls outside the
   Ameritech region on a resale basis.
   
      Under the Telecom Act, Ameritech and the other RHCs were
   allowed to provide long distance service immediately to their
   cellular customers, regardless of location.  Since February 1996,
   more than one million of the Company's 2.5 million cellular
   customers have signed up for Ameritech's long distance service.
   
   Managed Services
   
      Ameritech and IBM Corporation have formed an alliance that
   establishes the companies as leaders in the $35 billion desktop
   computing and communications market.  The companies jointly market
   integrated voice, data and video managed desktop services for
   businesses, providing customers with 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 is targeting major corporate clients
   concerned with improving their information and telecommunications
   systems in multiple locations, including employees working in
   remote locations or from their homes.  The business operates a 24-
   hour customer service facility seven days a week to provide
   technical and consulting support for these services.  Through
   GlobalDesk, Ameritech serves major customers throughout the United
   States including Motorola, Inc., UAL Corp. and Baxter
   Laboratories, Inc.
   
                                     9
                                     
   <PAGE>
   
   Internet Access
   
      The Company's dial-up Internet access service was launched in
   January 1997.  Ameritech.net [SM] provides easy-to-use Internet
   service designed specifically for consumers and small business
   owners.  In addition to affordable pricing plans, users have
   access to the Internet's most popular features, including the
   World Wide Web, e-mail and chat and news groups.  Ameritech,
   BellSouth, Bell Atlantic Corporation (Bell Atlantic), Pacific
   Telesis Group and SBC Communications Inc. joined in a marketing
   agreement with Netscape Communications Corporation establishing
   Netscape's Navigator software as the default browser for their
   respective Internet services.  Initially, Ameritech.net [SM] is
   being offered in the Chicago, Cleveland and Detroit metropolitan
   areas.
   
   Electronic Commerce
   
      Ameritech has invested in several businesses in the electronic
   commerce market.  Electronic commerce connects businesses with
   customers and trading partners, linking networks, software and
   content to provide paperless information access, retrieval and
   processing.
   
      CivicLink [SM] is an electronic gateway connecting business
   users to public record databases.  Ameritech Library Services is
   the world's leading provider of library management systems and
   information access solutions to national and international library
   markets, serving more than 3,700 libraries in 32 countries.  The
   Electronic Business Exchange is a product introduced in 1996 which
   provides network access for the exchange of business information
   between Ameritech's customers and their suppliers.  Public
   finance.com is a secure private network and a shared public World
   Wide Web site in one integrated package that provides governments
   and public finance professionals in the U.S. and Canada with a
   single source of communications and a suite of high-performance
   network management tools.  Ameritech also holds a $473 million
   debt security of GE Information Services, Inc. (GEIS), a global
   leader in the electronic commerce market.  GEIS has introduced to
   more than 40,000 customers worldwide a variety of Ameritech's
   electronic services in the areas of healthcare, energy management
   and distance learning.
   
   Ameritech's Global Expansion
   
      Ameritech's growing businesses reach customers in all 50 states
   and more than 40 countries.  International investments contributed
   more than one-third of Ameritech's earnings growth in 1996 and
   have an estimated value of more than $4 billion.  The Company
   expects to continue to pursue other opportunities in Europe, Asia
   and the Pacific Rim, concentrating on expanding markets in
   countries that combine substantial growth potential with a high
   degree of economic and political stability.  The Company has
   invested in three of the world's largest privatizations, in
   Belgium, Hungary and New Zealand.
   
   Belgium
   
      In 1996, Ameritech and its consortium partners, Tele Danmark
   A/S, Singapore Telecommunications Limited (Singapore Telecom) and
   several Belgian investors, paid approximately $2.5 billion to
   acquire a 49.9% stake in Belgacom S.A., the national
   telecommunications operator in Belgium.  With 4.7 million access
   lines, Belgacom provides local and long distance service in
   addition to serving 400,000 cellular customers in a country of 10
   million people.  Belgacom is growing through the rapid
   introduction of new services, such as 800 service and call
   management features.  Ameritech expects to play a key role in
   preparing Belgacom for telecommunications deregulation and
   competition now taking place throughout Europe.  The consortium's
   stake in Belgacom represents the largest single investment in
   Belgium by an American company and the Belgacom acquisition was
   Belgium's largest commercial transaction.  Ameritech has a 35%
   consortium share, which is approximately 17.5% of Belgacom.
   
                                    10
                                     
   <PAGE>
   
   Canada
   
      Atlantic Canada On-Line (ACOL) is a private consortium,
   including Ameritech and three Canadian companies, Unisys Canada,
   CCL Group and Software Kinetics, formed to establish the first
   regional on-line government information service in Canada.  ACOL
   will utilize CivicLink, Ameritech's electronic commerce platform
   mentioned earlier in the section entitled "Electronic Commerce",
   to make government information available electronically in the
   provinces of New Brunswick, Newfoundland, Nova Scotia and Prince
   Edward Island.  Ameritech is providing the CivicLink platform,
   custom application development, business and marketing experience
   and a variety of technical and operational support.  ACOL became
   operational in 1996.
   
      The acquisition of security monitoring assets in 1996 make
   Ameritech the largest security monitoring services provider in
   Canada.  The full scope of the Company's service offerings is
   covered earlier in the section entitled "Security Monitoring."
   
   China
   
      In 1995, Ameritech opened an office in Beijing and announced a
   25-year joint venture with China Communications System Company
   Ltd. (ChinaCom), a communications systems and engineering company,
   to assist the People's Republic of China in the development of its
   telecommunications infrastructure.  The joint venture, Ameritech's
   first in China, and ChinaCom's first with a U.S. communications
   company, is providing funding, advanced communications technology
   and management consulting to assist China in achieving its
   telecommunications development goals.  The venture is building a
   Global System for Mobile Communications (GSM) digital cellular
   system and fixed tandem switched network for Taiyuan, the capital
   of Shanxi province.  The alliance expects to begin service in
   1997.
   
   Europe
   
      Ameritech owns WLW (formerly known as Wer liefert was, or Who
   supplies what?), 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 210,000 European companies and has a current annual
   circulation of over 80,000, half of which is distributed on CD-
   ROM.  WLW now provides complete information service on the
   Internet at www.wlw.de.  Further expansion plans, including
   creation of an on-line catalog, are underway.
   
   Hungary
   
      Since 1993, Ameritech and its partner, Deutsche Telekom AG,
   have had an interest in MATAV, the Hungarian telecommunications
   company.  MagyarCom, the alliance owned in equal shares by
   Ameritech and Deutsche Telekom, owns 67% of the company.  The
   Hungarian government owns most of the remaining 33%.  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 2.1 million access lines in a country of 10.5
   million people and serves more than 297,000 cellular subscribers.
   MATAV expects to increase the number of telephone lines in Hungary
   by more than 8% annually through the year 2001.
   
   New Zealand
   
      In 1990, Ameritech and Bell Atlantic 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
   
                                    11
                                     
   <PAGE>
   
   each have a 24.8% interest in the company.  New Zealand Telecom
   currently serves approximately 1.8 million customer lines and
   approximately 403,000 cellular customers.  Since 1990, the value
   of New Zealand Telecom shares has more than tripled, the average
   price of international toll calls has declined by 10% and cellular
   service has increased by 24%.  In November 1996, New Zealand
   Telecom announced plans to repurchase in 1997 a portion of its
   stock.  Ameritech anticipates selling to New Zealand Telecom a
   portion of its shares, which will result in cash proceeds to
   Ameritech of approximately $165 million (based on the December 31,
   1996 exchange rate), while not materially changing its ownership
   interest.
   
   Norway
   
      In 1992, Ameritech agreed to acquire a 25% interest in NetCom,
   a start-up Norwegian cellular telephone company.  Netcom began
   providing GSM digital cellular service in September 1993.  In
   1996, a public offering of shares reduced Ameritech's ownership to
   19.7%.  At over 23%, Norway has the highest per capita use of
   cellular telephones in the world.  With nearly 283,000 current
   customers, NetCom has constructed an extensive mobile
   infrastructure network covering over 90% of the population.
   
   Poland
   
      In December 1996, Ameritech sold its interest in Centertel, an
   analog cellular telephone provider in Poland, to its partners in
   the joint venture.  In 1991, Ameritech, France Telecom and
   Telekomunikacja Polska SA, Poland's state-owned telephone company,
   created Polska Telefonia Komorkowa to build the nationwide
   cellular system.  Initially, Telekomunikacja Polska owned 51% of
   the joint venture, with Ameritech and France Telecom holding equal
   shares of the remainder.  In connection with the disposition of
   Ameritech's interest in the joint venture, the Company settled its
   arbitration claim against the Polish government which alleged
   breach of contract over the government's failure to award a GSM
   digital cellular system license to Centertel.
   
   Worldwide
   
      In 1994, Ameritech made a debt investment in GE Information
   Services, Inc., a global leader in electronic commerce services.
   Ameritech Library Services provides advanced management systems
   and information access solutions to national and international
   library markets.  These businesses are mentioned earlier in the
   section entitled "Electronic Commerce."
   
   Ameritech's European Headquarters
   
      An Ameritech Europe office opened in October 1996 in Brussels,
   Belgium, establishing a headquarters for Ameritech's European
   operations and an expansion center for possible new business
   ventures.  Located in the heart of Europe and home to numerous
   multinational corporations, Belgium is an international trading
   center and headquarters for the European Commission and the North
   Atlantic Treaty Organization (NATO).
   
   Other Business Interests
   
      Ameritech, in an arrangement with Household International, Inc.
   (Household), offers a no fee, dual-purpose credit card and calling
   card, the Ameritech Complete[R] Card.  The Complete Card is
   offered as either a Visa or MasterCard.  Consumers may use the
   card to charge telephone calls as well as goods and services.  The
   Complete Card has no annual fee and competitive interest rates, a
   10% cash back offer from Household for certain Ameritech Calling
   Card calls and a second cash back feature on credit card
   purchases.  Under the arrangement between the companies, Household
   owns and finances the credit card receivables and Ameritech funds
   certain marketing expenses.  Since its introduction in 1991, the
   Complete Card has attracted over one million cardholders.
   
                                    12
                                     
   <PAGE>
   
      In November 1996, the RHCs announced the sale of their jointly-
   owned research arm, Bell Communications Research, Inc. (Bellcore),
   to a California-based defense contractor, Science Applications
   International Corp. (SAIC).  Ameritech and each other RHC owns an
   equal one-seventh interest in Bellcore.  The Board of Directors of
   Bellcore decided to sell the company as a result of changing
   developments in the communications industry and the owners'
   diverging strategies and business plans.  Bellcore has furnished
   the RHCs with technical support, such as applied research, network
   planning, engineering and software development, and has 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.  The transaction is
   expected to be concluded around January 1, 1998, subject to
   obtaining necessary regulatory approvals.
   
      Bellcore, based in Morristown, New Jersey, has approximately
   5,800 employees and annual revenue of $1 billion.  SAIC, which
   derives most of its business from government contracts, primarily
   from consulting, is expected to utilize Bellcore's considerable
   software and programming talent.  Under terms of the sale, SAIC
   would honor contractual obligations to provide Bellcore's current
   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 ensure the national security and emergency
   preparedness requirements are met.
   
   Competition - Evolution of the Industry
   
      Because of the Telecom Act, the communications landscape is
   rapidly changing.  One objective of the new law was to foster
   local exchange competition by establishing a regulatory framework
   to govern the provision of local and long distance
   telecommunications services.  It permits the RHCs to provide
   interLATA long distance services only after satisfying the
   conditions of the new law for opening local markets to competition
   and demonstrating to the FCC that such provision is in the public
   interest.  For the first time in more than 60 years, all
   communications companies are governed by a new set of rules that
   call for competition and open markets, not regulatory management,
   as the basic business environment.  This public policy change
   opens a host of business opportunities for providers of all forms
   of communications, enabling them to become full-service providers
   of voice, video, data, local and long distance services for their
   customers.  As a result of the new law, consumers can expect to
   see more choices and receive greater value for these services.
   
      With the passage of the Telecom Act, Ameritech's local service
   markets are being opened to competition from long distance
   carriers, cable TV providers and other nontraditional local
   service providers.  Interconnection agreements with these
   providers and the applicable regulations require the Company to
   allow access to network elements at cost-based rates or to provide
   services for resale at discounted, wholesale rates.  Competitive
   entry by these providers may result in some downward pressure on
   local service revenues as a portion of the Company's revenues
   shifts from local service at retail rates to network access at
   wholesale rates.
   
      Until 1996, the U.S. cellular market had been established as a
   series of duopolies: the local telephone company and one other
   provider for each cellular market of the country.  With PCS, each
   market will add at least two new wireless services providers.
   Paging, invigorated by the popularity of cellular service, is a
   highly competitive business with five to seven providers in each
   market.  Competitors of Ameritech's directory publishing business
   include other directory publishers, other traditional advertising
   media, including television, radio, direct mail, magazines and
   newspapers, as well as providers of new technology such as on-line
   services, including the Internet.  Over time, competition in all
   segments of the Company's business, as well as the technological
   innovations rapidly spawned by each unique unit, will accelerate
   growth.
   
                                    13
                                     
   <PAGE>
   
      Public policy changes are beginning to open communications
   markets to competition internationally.  In pursuit of business
   opportunities in and outside of the United States, Ameritech faces
   competition from 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.
   
      Although telecom reform was the most dramatic change affecting
   the communications industry in 1996, another industry trend that
   intensified was the number of mergers, alliances and joint
   ventures.  As the Company expands and diversifies, the number,
   variety and size of competitors will shift to challenge
   Ameritech's evolving business interests.  Much of the competition
   will be from companies with substantial capital, technological and
   marketing resources and wide-ranging service offerings.
   
      It is impossible to predict the specific impact of the Telecom
   Act and other changes in the industry on Ameritech's business or
   financial condition.  Notwithstanding the potential for an adverse
   effect on many revenue streams, Ameritech expects to capture a
   major share of the expected growth in the communications
   marketplace.  Building on its strengths, the Company plans to
   branch into new services that are a logical extension of its
   business, and to export its expertise to customers around the
   world.  Ameritech's competitive strategy includes positioning
   itself to take advantage of future opportunities by refining its
   processes to continue to be the most efficient communications
   provider in the market.
   
   Patents, Trademarks and Licenses
   
      Ameritech and its affiliates own, have licenses to use, and
   license others to use various patents, copyrights, trademarks and
   other intellectual property which are necessary for them to
   conduct their present business operations.  It is not anticipated
   that any such intellectual property will be subject to expiration
   or nonrenewal of rights which would materially and adversely
   affect Ameritech or its affiliates.
   
   Ameritech's Human Resources
   
      As of December 31, 1996, the Ameritech companies employed
   66,128 persons, an increase from 65,345 as of December 31, 1995,
   primarily attributable to growth in the cellular, security
   monitoring, long distance and cable TV businesses.  In 1996, the
   Company commenced a ten-year agreement with Integrated Systems
   Solutions Corporation (ISSC), a subsidiary of IBM, to perform
   certain information technology services formerly performed by
   Ameritech and to assume responsibility for consolidation of
   Ameritech's data centers.  Approximately 400 management employees
   were offered and accepted employment with ISSC.
   
      The Communications Workers of America (CWA) and the
   International Brotherhood of Electrical Workers (IBEW) represent
   more than 41,000 of Ameritech's employees.  Of those so
   represented, about 70% are represented by the CWA and about 30%
   are represented by the IBEW, both of which are affiliated with the
   AFL-CIO.  Current three-year contracts expire in the summer of
   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.  The CWA represents approximately 1,000 of
   advertising service's 1,900 employees.
   
                                    14
                                     
   <PAGE>
   
   Item 2.   Properties.
   
      The properties of the Company do not lend themselves to
   description by character and location of principal units.  As of
   December 31, 1996, the Company's investment in property, plant and
   equipment consisted of the following:
   
     Land and buildings..................................     10%
     Central office equipment............................      38
     Cable, wiring and conduit...........................      40
     Other...............................................      10
     Under construction..................................       2
                                                              ---
                                                             100%

      Central office equipment includes analog and digital switching
   equipment, transmission equipment and related facilities.
   Buildings are principally central offices.  Cable, wiring and
   conduit constitute outside plant which includes poles, as well as
   cable, conduit and wiring primarily above or under public roads,
   highways or streets or above or under private property.
   Substantially all of the installations of central office equipment
   and administrative offices are located in buildings owned by the
   Ameritech landline communications subsidiaries and situated on
   property they own.  Many garages and business offices and some
   installations of central office equipment and administrative
   offices are in leased quarters.
   
      
      
      Capital expenditures, the single largest use of Company funds,
   were as follows for the last five years:
   
                                                      (Dollars in Millions)
        1992..............................................  $2,267
        1993..............................................   2,108
        1994..............................................   1,955
        1995..............................................   2,176
        1996..............................................   2,476
      
      
      Management believes that investment in the Company's core
   communications business, which is comprised of local phone,
   wireless, advertising and capital services, will facilitate
   introduction of new products and services, enhance responsiveness
   to ever-increasing competitive challenges and increase the
   operating efficiency and productivity of the network.  Capital
   spending is being deployed based on customer needs and the
   Company's business plans.  Investments in technologies that will
   enable the Company to provide customers with new products and
   services represents a high priority.  Capital spending in the
   landline communications subsidiaries increased by $350 million in
   1996 due to access line growth and strong demand for custom
   calling features.  Modernization of the landline communications
   network continued throughout 1996.
   
                                    15
                                     
   <PAGE>
   
   Item 3.   Legal Proceedings.
   
   Pre-Divestiture Contingent Liabilities Agreement
   
      The Court-approved Plan of Reorganization signed in connection
   with AT&T's divestiture, effective January 1, 1984, provides for
   the recognition and payment of liabilities that are attributable
   to pre-divestiture 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 former Bell
   Companies' rates, taxes, contracts, equal employment matters,
   environmental matters and torts (including business torts, such as
   alleged violations of the antitrust laws).
   
      With respect to such 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 such judgment or
   determination.  Except to the extent that affected parties may
   otherwise agree, the general rule is that responsibility for such
   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 reserves for depreciation) as of the
   effective date of divestiture.  Different allocation rules apply
   to liabilities which relate exclusively to pre-divestiture
   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 pre-divestiture 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 pre-
   divestiture liabilities.
   
      Although complete assurance cannot be given as to the outcome
   of any litigation, in the opinion of the Company's management, any
   monetary liability or financial impact to which the Company would
   be subject after final adjudication of all of the foregoing
   actions would not be material in amount to the Company.
   
                                    16
                                     
   <PAGE>
   
   Item 4. Submission of Matters to a Vote of Security Holders.
   
      No matter was submitted to a vote of security holders in the
   fourth quarter of the fiscal year covered by this report.
   
          EXECUTIVE OFFICERS OF THE COMPANY (AS OF MARCH 1, 1997)
                                     
      The following table sets forth, as to the executive officers of
   Ameritech, their ages, their offices with Ameritech and the period
   during which they have held such offices.
   
                                                                    Held
Name                    Age  Officer                                Since
                                                                    -----
----                    ---  ------                                 
                             
Management Committee                                                
                                                                    
Richard C. Notebaert*   49   Chairman, President and Chief          1994
                             Executive Officer                      
                             
Barry K. Allen          48   Executive Vice President-- Consumer    1997
                             and Business Services                  
                             
W. Patrick Campbell     50   Executive Vice President -- Corporate  1994
                             Strategy and Business Development      
                             
Walter M. Oliver        51   Senior Vice President -- Human         1994
                             Resources                              
                             
Thomas E. Richards      42   Executive Vice President --            1997
                             Communications and Information         
                             Products
                             
Oren G. Shaffer         54   Executive Vice President and Chief     1994
                             Financial Officer                      
                             
Joan H. Walker          49   Senior Vice President -- Corporate     1996
                             Communications                         
                             
Kelly R. Welsh          44   Executive Vice President and General   1996
                             Counsel                                
                             
Other Corporate                                                     
Officers                                                            

Walter S. Catlow        51   President -- International             1996
                                                                    
Bruce B. Howat          52   Secretary                              1983
                                                                    
Barbara A. Klein        42   Vice President and Comptroller         1996
                                                                    
Gary R. Lytle           52   Vice President -- Federal Relations    1994
                                                                    
Sari L. Macrie          39   Vice President -- Investor Relations   1994
                                                                    
Richard W. Pehlke       42   Vice President and Treasurer           1994
                                                                    
Thomas J. Reiman        48   Senior Vice President -- State and     1997
                             Government Affairs                     
                             
Lawrence E. Strickling  44   Vice President -- Public Policy        1993
                                                                    
John E. Vaughn          50   Vice President -- Business Unit        1996
                             Development and Strategy               
                             


* Member of the Board of Directors and Chairman of the Executive Committee

                                    17
   <PAGE>
   
      The following officers of Ameritech have for at least the past
   five years held high level management or executive positions with
   Ameritech or its subsidiaries: Mr. Notebaert, Mr. Catlow, Mr.
   Lytle, Mr. Pehlke, Mr. Reiman, Mr. Strickling, Mr. Vaughn and Mr.
   Howat.
   
      Before joining Ameritech, Mr. Welsh was Corporation Counsel of
   the City of Chicago from 1989 to 1993 and, prior to that, was a
   partner with Mayer, Brown & Platt, a Chicago-based law firm.  Mr.
   Campbell was President and Chief Executive Officer of Columbia
   TriStar Home Video, a Sony Pictures Entertainment Company, from
   1989 to 1994.  Previously, Mr. Campbell held a variety of
   management positions at Norelco, SCM Corporation and McGraw
   Edison.  Mr. Shaffer served as President of Virgo Cap Inc., a
   private investment firm, from 1992 to 1994.  Previously, Mr.
   Shaffer was Chief Financial Officer, a member of the Board of
   Directors and held various operations positions at Goodyear Tire &
   Rubber Co. from 1968 to 1992.  Mr. Oliver was Vice President -
   Human Resources at Johnson Controls from 1989 to 1994 and served
   in various operations positions at Johnson Controls, Hoover
   Universal, Kaiser Aluminum and Chemical Corp. from 1973 to 1989.
   From 1990 to 1994, Ms. Macrie served as Vice President and
   Director of Research for Christensen & Associates.  Prior to that
   position, she was with Control Data Corporation and American
   Security Bank as management information consultant and securities
   analyst, respectively.  Mr. Allen started his career with
   Ameritech in 1974, serving as President of Ameritech Publishing
   from 1987 to 1989, President of Wisconsin Bell, Inc. from 1989 to
   1993 and President of Illinois Bell Telephone Company in 1993.  He
   left Ameritech in 1993 to become President and Chief Operating
   Officer of Marquette Electronics, Inc. and served in this capacity
   until July 1995, when he rejoined Ameritech as President of
   Ameritech's enhanced business services unit.  Ms. Walker was named
   a partner of Bozell Sawyer Miller Group in 1996 after joining
   Bozell Public Relations as President and CEO in 1993 and,
   previously, held various senior-level positions in New Jersey
   government, the telecommunications industry and communications
   consulting.  Ms. Klein previously was Vice President and
   Controller of The Pillsbury Co., a unit of Grand Metropolitan PLC.
   Prior to joining Pillsbury, she held a variety of management and
   executive positions with G.D. Searle & Co. and Sears, Roebuck and
   Co.  Mr. Richards served as President of Ameritech Network
   Services from 1995 to 1997.  From 1991 to 1995, he served as Vice
   President - Network Operations at Bell Atlantic and held various
   management and marketing positions from 1976 to 1990.
   
      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 837,544 owners of record of Ameritech Common Stock
   as of December 31, 1996.  Ameritech Common Stock is listed on the
   New York, Boston, Chicago, Pacific, Philadelphia, London, Tokyo,
   Amsterdam, Basel, Geneva and Zurich stock exchanges.  The rest of
   the information required by these items is included in the
   Financial section on pages 26 through 35, pages 38 through 51, and
   on page 57 of the Company's annual report to security holders for
   the year ended December 31, 1996 and is incorporated by reference
   pursuant to General Instruction G(2).
   
   Item 9.  Changes in and Disagreements with Accountants on Accounting
   and Financial Disclosure.
   
      No disagreements with accountants on any matter of accounting
   principles or practices, financial statement disclosure or
   auditing scope or procedure occurred during the period covered by
   this annual report.
   
                                    18
                                     
   <PAGE>
   
                                 PART III
                                     
   Items 10 Through 13.
   
      Information regarding executive officers required by Item 401
   of Regulation S-K is furnished in a separate disclosure in Part I
   of this report since the Company did not furnish such information
   in its definitive proxy statement dated February 27, 1997,
   prepared in accordance with Schedule 14A.
   
      The other information required by these items is included in
   the Company's definitive proxy statement on pages 2 through 5, in
   the section on Officer and Director Stock Ownership on page 6, in
   the section on Compensation of Directors on page 7, and in the
   section on Executive Compensation on pages 11 through 20, and is
   incorporated herein by reference pursuant to General Instruction
   G(3).
   
                                  PART IV
                                     


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


(a)  Documents filed as part of the report:
 
    (1) Financial Statements:
 
                                                                 Pages
                                                                  ----
        Selected Financial and Operating Data....................  *26
        Report of Management..............................         *36
        Report of Independent Public Accountants.................  *37
        Consolidated Statements of Income........................  *38
        Consolidated Balance Sheets..............................  *39
        Consolidated Statements of Shareowners' Equity...........  *40
        Consolidated Statements of Cash Flows....................  *41
        Notes to Consolidated Financial Statements...............*42-51
 
    (2) Financial Statement Schedule:
 
        Report of Independent Public Accountants.................   26
        II -- Valuation and Qualifying Accounts..................   27
 
      *Incorporated herein by reference to the appropriate portions
      of the Company's annual report to security holders for the
      year ended December 31, 1996
      
      Financial statement schedules other than the one listed above
   have been omitted because the required information is contained
   in the financial statements and notes thereto, or because such
   schedules are not required or applicable.  Separate financial
   statements of subsidiaries not consolidated and 50% or less owned
   persons are omitted since no such entity constitutes a
   "significant subsidiary" pursuant to the provisions of Regulation
   S-X, Article 3-09.
   
                                    19
                                     
   <PAGE>
   
      Exhibits identified in parentheses below, on file with the SEC,
   are incorporated herein by reference as exhibits hereto.
   
 Exhibit
 Number
 ------
   3a     -  Certificate of Incorporation of the Company as amended
             on April 30, 1996 (Exhibit 3a to Form 10-Q for the
             quarter ended March 31, 1996, File No. 1-8612)
   3b     -  By-Laws of the Company, as amended on April 15, 1992
             (Exhibit 3b to Form 10-K for 1992, File No. 1-8612).
   4b     -  No instrument which defines the rights of holders of
             long and intermediate term debt of the Company and all
             of its consolidated subsidiaries is filed herewith
             pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
             Pursuant to this regulation, the Company hereby agrees
             to furnish a copy of any such instrument to the SEC
             upon request.
   10a    -  Reorganization and Divestiture Agreement between
             American Telephone and Telegraph Company and the
             Company 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 January 1, 1992
             (Exhibit 10aa to Form 10-K for 1991, File No. 1-8612).
   10d    -  Ameritech Long Term Incentive Plan as amended and
             restated effective as of January 1, 1992 (Exhibit 10bb
             to Form 10-K for 1991, File No. 1-8612).
   10d-1  -  First Amendment to Ameritech Long Term Incentive Plan
             (Exhibit 10bb-1 to Form 10-K for 1993, File No. 1-
             8612).
   10d-2  -  Resolution concerning the exercisability of stock
             options granted under the Ameritech Long Term Incentive
             Plan, approved on January 17, 1995 (Exhibit 10d-2 to
             Form 10-K for 1995, File No. 1-8612).
   10e    -  Ameritech Stock Retirement Plan for Non-Employee
             Directors (Exhibit 10ll to Form 10-K for 1986, File No.
             1-8612).
   10e-1  -  First Amendment of Ameritech Stock Retirement Plan for
             Non-Employee Directors (Exhibit 10ll-1 to Form 10-K for
             1988, File No. 1-8612).
   10e-2  -  Second Amendment of Ameritech Stock Retirement Plan for
             Non-Employee Directors (Exhibit 10ll-2 to Form 10-K for
             1989, File No. 1-8612).
   10f    -  Ameritech Senior Management Life Insurance Plan
             Agreements (Exhibit 10cc to Form 10-K for 1990, File
             No. 1-8612).
   10g    -  Ameritech Perquisite Program (Exhibit 10ff to Form 10-K
             for 1991, File No. 1-8612).
   10h    -  Ameritech Deferred Compensation Plan for Non-Employee
             Directors (Exhibit 10gg to Form 10-K for 1985, File No.
             1-8612).
   10h-1  -  First Amendment of Deferred Compensation Plan for Non-
             Employee Directors (Exhibit 10gg-1 to Form 10-K for
             1986, File No. 1-8612).
                                     
                                    20
<PAGE>

   10h-2  -  First Amendment of American Information Technologies
             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).
   10h-3  -  Second Amendment of American Information Technologies
             Corporation Deferred Compensation Plan for Non-Employee
             Directors (Exhibit 10gg-3 to Form 10-K for 1990, File
             No. 1-8612).
   10h-4  -  Third Amendment of American Information Technologies
             Corporation Deferred Compensation Plan for Non-Employee
             Directors (Exhibit 10gg-4 to Form 10-K for 1990, File
             No. 1-8612).
   10h-5  -  Fourth Amendment of American Information Technologies
             Corporation Deferred Compensation Plan for Non-Employee
             Directors (Exhibit 10gg-5 to Form 10-K for 1992, File
             No. 1-8612).
   10i    -  Ameritech Plan for Non-Employee Directors' Travel
             Accident Insurance (Exhibit 10hh to Registration
             Statement No. 2-87838).
   10j    -  Ameritech Management Supplemental Pension Plan as
             amended through the Seventh Amendment (Exhibit 10ii to
             Form 10-K for 1991, File No. 1-8612).
   10j-1  -  Eighth Amendment of Ameritech Management Supplemental
             Pension Plan (Exhibit 10ii-1 to Form 10-K for 1991,
             File No. 1-8612).
   10j-2  -  Ninth Amendment of Ameritech Management Supplemental
             Pension Plan (Exhibit 10ii-2 to Form 10-K for 1991,
             File No. 1-8612).
   10j-3  -  Tenth Amendment to Ameritech Management Supplemental
             Pension Plan (Exhibit 10ii-3 to Form 10-K for 1993,
             File No. 1-8612).
   10j-4  -  Eleventh Amendment to Ameritech Management Supplemental
             Pension Plan (Exhibit 10ii-4 to Form 10-K for 1993,
             File No. 1-8612).
   10j-5  -  Twelfth Amendment to Ameritech Management Supplemental
             Pension Plan (Exhibit 10ii-5 to Form 10-K for 1993,
             File No. 1-8612).
   10j-6  -  Thirteenth Amendment to Ameritech Management
             Supplemental Pension Plan (Exhibit 10j-6 to Form 10-K
             for 1994, File No. 1-8612).
   10k    -  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).
   10k-1  -  First Amendment to 1989 Long Term Incentive Plan
             (Exhibit 10oo-1 to Form 10-K for 1993, File No. 1-
             8612).
   10k-2  -  Resolution concerning the exercisability of stock
             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).
   10l    -  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).
   10m    -  Ameritech Management Employees Benefit Protection Trust
             as amended through the First Amendment (Exhibit 10uu to
             Form 10-K for 1991, File No. 1-8612).
   10m-1  -  Second Amendment to Ameritech Management Employees
             Benefit Protection Trust (Exhibit 10uu-1 to Form 10-K
             for 1991, File No. 1-8612).
   10n    -  Ameritech Senior Management Severance Pay Trust as
             amended through the First Amendment (Exhibit 10tt to
             Form 10-K for 1991, File No. 1-8612).
   10n-1  -  Second Amendment to Ameritech Senior Management
             Severance Pay Trust (Exhibit 10tt-1 to Form 10-K for
             1991, File No. 1-8612).
   10o    -  Ameritech Mid-Career Pension Plan (Exhibit 10ff to Form
             10-K for 1994, File No. 1-8612).
   10o-1  -  First Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-1 to Form 10-K for 1994, File No. 1-
             8612).
                                     
                                    21

<PAGE>

   10o-2  -  Second Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-2 to Form 10-K for 1994, File No. 1-
             8612).
   10o-3  -  Third Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-3 to Form 10-K for 1994, File No. 1-
             8612).
   10o-4  -  Fourth Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-4 to Form 10-K for 1994, File No. 1-
             8612).
   10o-5  -  Fifth Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-5 to Form 10-K for 1994, File No. 1-
             8612).
   10j-6  -  Sixth Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-6 to Form 10-K for 1994, File No. 1-
             8612).
   10o-7  -  Seventh Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-7 to Form 10-K for 1994, File No. 1-
             8612).
   10o-8  -  Eighth Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10ff-8 to Form 10-K for 1994, File No. 1-
             8612).
   10j-9     Ninth Amendment to Ameritech Mid-Career Pension Plan
             (Exhibit 10o-9 to Form 10-K for 1995, File No. 1-8612).
   10p    -  Agreement Regarding Change in Control dated as of
             January 19, 1994 between the Company and Richard C.
             Notebaert, together with a schedule identifying other
             documents (Exhibit 10mm to Form 10-K for 1993, File No.
             1-8612).
   10q    -  Agreement Regarding Change in Control dated as of
             September 9, 1994 between the Company and W. Patrick
             Campbell (Exhibit 10z to Form 10-K for 1994, File No. 1-
             8612).
   10r    -  Agreement Regarding Change in Control dated as of
             September 9, 1994 between the Company and Walter M.
             Oliver (Exhibit 10aa to Form 10-K for 1994, File No. 1-
             8612).
   10s    -  Agreement Regarding Change in Control dated as of
             January 1, 1995 between the Company and Oren G. Shaffer
             (Exhibit 10bb to Form 10-K for 1994, File No. 1-8612).
   10t    -  Agreement Regarding Change in Control dated as of
             December 1, 1995 between the Company and Barry K.
             Allen. (Exhibit 10v to Form 10-K for 1995, File No. 1-
             8612).
   10u    -  Agreement Regarding Change in Control dated as of
             August 1, 1996 between the Company and Joan H. Walker.
   10v    -  Agreement Regarding Change in Control dated as of
             December 20, 1996 between the Company and Kelly R.
             Welsh.
   10w    -  Agreement Regarding Change in Control dated as of
             January 20, 1997 between the Company and Thomas E.
             Richards.
   10x    -  Ameritech Key Management Life Insurance Plan as amended
             and restated effective as of December 1, 1995 (Exhibit
             10x to Form 10-K for 1995, File No. 1-8612).
   10x-1  -  First Administrative Amendment to Ameritech Key
             Management Life Insurance Plan.
   10y    -  Ameritech Estate Preservation Plan as amended and
             restated effective as of December 1, 1995. (Exhibit 10y
             to Form 10-K for 1995, File No. 1-8612).
   10z    -  Ameritech Corporate Resource Long Term Disability Plan
             as amended and restated effective as of December 1,
             1995 (Exhibit 10z to Form 10-K for 1995, File No. 1-
             8612).
   10aa   -  Ameritech Corporate Resource Transfer Program as
             amended and restated effective as of December 1, 1995.
                                     
                                    22
                                     
<PAGE>

   10bb   -  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).
   10cc   -  Ameritech Corporate Resource Supplemental Pension Trust
             as amended and restated effective as of May 1, 1996.
   10dd   -  Ameritech Corporate Resource Deferral Plan as amended
             and restated effective as of December 1, 1995 (Exhibit
             10cc to Form 10-K for 1995, File No. 1-8612).
   10dd-1 -  First Administrative Amendment to Ameritech Corporate
             Resource Deferral Plan.
   10dd-2 -  Second Administrative Amendment to Ameritech Corporate
             Resource Deferral Plan.
   10dd-3 -  Third Administrative Amendment to Ameritech Corporate
             Resource Deferral Plan.
   10ee   -  Ameritech Corporate Resource Severance Pay Plan as
             amended and restated effective as of December 1, 1995
             (Exhibit 10dd to Form 10-K for 1995, File No. 1-8612).
   10ff   -  Ameritech Management Committee Short Term Incentive
             Plan (Exhibit 10ee to Form 10-K for 1995, File No. 1-
             8612).
   10gg   -  Ameritech Senior Management Retirement and Survivor
             Protection Trust dated as of November 30, 1988 (Exhibit
             10ff to Form 10-K for 1995, File No. 1-8612).
   10gg-1 -  First Amendment to Ameritech Senior Management
             Retirement and Survivor Protection Trust (Exhibit 10ff-
             1 to Form 10-K for 1995, File No. 1-8612).
   10gg-2 -  Second Amendment to Ameritech Senior Management
             Retirement and Survivor Protection Trust (Exhibit 10ff-
             2 to Form 10-K for 1995, File No. 1-8612).
   10gg-3 -  Third Amendment to Ameritech Senior Management
             Retirement and Survivor Protection Trust (Exhibit 10ff-
             3 to Form 10-K for 1995, File No. 1-8612).
   11a    -  Statement re: computation of primary earnings per
             share.
   11b    -  Statement re: computation of fully diluted earnings per
             share.
   12     -  Computation of ratio of earnings to fixed charges for
             the five years ended December 31, 1996.
   13     -  Portions of Ameritech's annual report to security
             holders for the year ended December 31, 1996.
   21     -  Subsidiaries of the Company.
   23     -  Consent of Arthur Andersen LLP.
   24     -  Powers of Attorney.
   27     -  Financial Data Schedule for the year ended December 31,
             1996.
   99a    -  Form 11-K Annual Report for the fiscal year ended
             December 31, 1996 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, 1996 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, 1996 of the DonTech Profit Participation
             Plan, to be filed by amendment.
    
      Ameritech will furnish, without charge, to a security holder
   upon request a copy of the annual report to security holders and
   the proxy statement, portions of which are incorporated by
   reference, and will furnish any other exhibit at cost.
   
                                    23
                                     
<PAGE>

(b)  Reports on Form 8-K:

      A Current Report on Form 8-K dated January 13, 1997 was filed
   under Item 5, Other Events, to report Ameritech's earnings for the
   fourth quarter and year ended December 31, 1996.
   
                                    24
                                     
<PAGE>
   
                                SIGNATURES
                                ----------
                                     
      Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the registrant has duly caused
   this report to be signed on its behalf by the undersigned,
   thereunto duly authorized.
   
                                           AMERITECH CORPORATION


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

   March 11, 1997
   
      Pursuant to the requirements of the Securities Act of 1934,
   this report has been signed below by the following persons on
   behalf of the registrant and in the capacities and on the date
   indicated.
   
   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 11, 1997
   
   Directors:
   D. C. Clark*
   H. H. Gray*
   J. A. Henderson*
   S. B. Lubar*
   A. C. Martinez*
   J. B. McCoy*
   R. C. Notebaert*
   J. D. Ong*
   A. B. Rand*
   J. A. Unruh*
   
                                    25
                                     
<PAGE>



                 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, 1996 incorporated by reference in this Form 10-K, and
   have issued our report thereon dated January 13, 1997.  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 the Company'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, 1997
   
                                    26
   
<PAGE>

                                        
                              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 1996...........$ 166      $ 421         $368         $ 635        $ 320
 Year 1995...........  147        205          231           417          166
 Year 1994...........  134        171          178           337          147
 
 ----------------------
     
     
   (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 the
      Company, 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.
                                                                             
                                                                             
                                       27