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                                                                Exhibit 10w-1

                                FIRST AMENDMENT
                                       OF
            AMERITECH CORPORATE RESOURCE SUPPLEMENTAL PENSION TRUST
             (As Amended and Restated Effective as of May 1, 1996)



         Pursuant to the authority delegated to the undersigned by the Board of
Directors of Ameritech Corporation, the Ameritech Corporate Resource
Supplemental Pension Trust (As Amended and Restated Effective as of May 1, 1996)
(the "Trust") is hereby amended effective as of September 15, 1997 to delete
subsection 5.4 of the Trust in its entirety and to substitute the following
therefor:

         "5.4 Change in Control. For purposes of the Trust, the term `Change in
         Control' means a change in the beneficial ownership of the Company's
         voting stock or a change in the composition of the Company's Board of
         Directors which occurs as follows:

         (a)    any 'person' (as such term is used in sections 13(d) and
                14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
                beneficial owner (as defined in Rule 13d-3 under the Securities
                Exchange Act of 1934), directly or indirectly, of stock of the
                Company representing 20% or more of the total voting power of
                the Company's then outstanding stock; provided, however, that
                this subparagraph (a) shall not apply to any tender offer made
                pursuant to an agreement with the Company approved by the
                Company's Board of Directors and entered into before the offeror
                has become a beneficial owner  of stock of the Company
                representing 5% or more of the combined voting power of the
                Company's then outstanding stock; or

         (b)    a tender offer is made for the stock of the Company, and the
                person making the offer owns or has accepted for payment stock
                of the Company representing 20% or more of the total voting
                power of the Company's then outstanding stock; provided,
                however, that this subparagraph (b) shall not apply to any
                tender offer made pursuant to an agreement with the Company
                approved by the Company's Board of Directors and entered into
                before the offeror has become a beneficial owner of stock of the
                Company representing 5% or more of the combined voting power of
                the Company's then outstanding stock ; or

         (c)    during any period of 12 consecutive months there shall cease to
                be a majority of the Board of Directors comprised as follows:
                individuals who at the beginning of such period constitute the
                Board of Directors and any new director(s) whose election by the
                Board of Directors or nomination for
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                election by the Company's stockholders was approved by a vote of
                at least 80% of the directors then still in office who either
                were directors at the beginning of the period or whose election
                or nomination for election was previously so approved; or

         (d)    the stockholders of the Company approve a merger or
                consolidation of the Company with, or a sale of all or
                substantially all of the Company's assets to, any other company
                other than:

                (i)      a merger or consolidation which would result in the
                         Company's voting stock outstanding immediately prior
                         thereto continuing to represent (either by remaining
                         outstanding or by being converted into voting stock of
                         the surviving entity) more than 55% of the combined
                         voting power of the Company's or such surviving
                         entity's outstanding voting stock immediately after
                         such merger or consolidation; or

                (ii)     a merger or consolidation which would result in the
                         directors of the Company who were directors immediately
                         prior thereto continuing to constitute at least a
                         majority of the directors of the surviving entity
                         immediately after such merger or consolidation.

For purposes of subparagraph (d) above, the phrase `surviving entity' shall mean
only an entity in which all of the Company's stockholders who are stockholders
immediately before the merger or consolidation (other than stockholders
exercising dissenter rights) become stockholders by the terms of the merger or
consolidation, and the phrase `directors of the Company who were directors
immediately prior thereto' shall not include (A) any director of the Company who
was designated by a person who has entered into an agreement with the Company to
effect a transaction described in subparagraph (a) or subparagraph (d) above, or
(B) any director who was not a director at the beginning of the
12-consecutive-month period preceding the date of such merger or consolidation,
unless his election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least 80% of the directors
who were directors before the beginning of such period. The Secretary of the
Company shall promptly notify the Trustee of the occurrence of a Change in
Control."



Dated:  July 13, 1998                          By: /s/ Walter M. Oliver
                                                   --------------------
                                                        Walter M. Oliver
                                                        Senior Vice President
                                                        Human Resources



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