11/1/95
                                                           
                             
                AMERITECH CORPORATE RESOURCE
                      TRANSFER PROGRAM
                              
                              
PURPOSE

To  mitigate  the  economic impact  associated  with  a  job
transfer.

COST

Paid by the participant's company.

ELIGIBILITY

You  are eligible to participate in this Plan if you  are  a
Corporate  Resource  Manager.  For purposes  of  this  Plan,
Corporate   Resource  Managers  are  defined  as  Management
Committee members and managers in market grades CR5  through
CR9.

RESIDENCE RELOCATION DIFFERENTIAL

A   residence   relocation  differential  is  available   to
participants who:

1.Are transferred at the Company's direction;
2.Are   eligible  for  reimbursement  under  the   Company's
  Relocation Plan; and
3.Move  to a new residence within twelve months of the  date
  of transfer.

The  residence relocation differential is payable over a  36
month period which begins on the effective date of transfer.
The amount payable is calculated as follows:

First  Twelve Months - The greater of 10% of base salary  on
the  effective date of transfer or 8% of market rate on  the
effective date of transfer

Next  Twelve  Months  -  80%  of  the  residence  relocation
differential payable during the first twelve months

Final  Twelve  Months  -  60% of  the  residence  relocation
differential payable during the first twelve months

Payments  under  this  Plan shall be  made  only  after  the
employee has moved to a new residence.  Any amounts withheld
shall  be  paid out in a lump sum or in a series of  monthly
installments not exceeding twelve.




HOME PURCHASE DIFFERENTIAL

A home   purchase   differential   may   be   available   to
  participants who:

1.Are  transferred at the Company's direction from a Company
  located   in  one  of  Ameritech's  regional  headquarters
  cities to Chicago; and
2.Purchase a new residence within twelve months of the  date
  of transfer.

The  amount of the home purchase differential is based  upon
the  individual's  market grade and the regional  city  from
which  the  employee is relocating.  (See Attachment  A  for
current  rates).  The differential, if any,  for  all  other
locations will be determined on a case-by-case basis.

The  home purchase differential is grossed up at the maximum
tax  rates  and is paid in a lump sum as soon as practicable
after the closing on the new residence.

                                                Attachment A
                                                            
                                                            
                     CORPORATE RESOURCE
             HOME PURCHASE DIFFERENTIAL AMOUNTS
                      EFFECTIVE 1-1-94
                              
                              


All amounts are paid for transfers to the Chicago
  metropolitan area:

                           Corporate Resource
                           5 - 9 Managers and
       City             Management Committee Members

  Cleveland                $19,400

  Detroit                  $14,300

  Indianapolis             $21,600

  Milwaukee                $16,500




No differential payments between other cities.