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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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                                Form  10-K


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Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
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Commission File Number 1-8612


                           Ameritech Corporation
                                     
                                     

                                           -----------------------------
                                           A Delaware Corporation
                                           -----------------------------
                                           30 S. Wacker Drive
                                           Chicago, Illinois  60606
                                           -----------------------------
                                           
                                           I.R.S. Employer Identification
                                           Number 36-3251481
                                           
                                           Telephone number   (800) 257-0902
                                           
                                           
Securities registered under Section 12(b) of the Act:
                                 
                                 Common Stock (Par Value $1.00 Per Share)
                                 Ameritech's Common Stock is listed on the
                                 New York, Chicago, Boston, Pacific and
                                 Philadelphia Stock Exchanges.  It is also
                                 listed on the London, Tokyo and Amsterdam
                                 Stock Exchanges and on the Swiss stock
                                 exchanges of Basel, Geneva and Zurich.
                                 
We have no securities registered under Section 12(g) of the Act.  We are
and for the past 90 days have been subject to certain filing requirements
under Sections 13 and 15(d) of the Securities Exchange Act of 1934 and have
filed all required reports during the preceding 12 months.

Disclosure of delinquent filers under Item 405 of Regulation S-K is
contained in Ameritech's 1999 Annual Meeting definitive Proxy Statement,
which is incorporated by reference in Part III of this report.

Based on the composite closing sales price of $66.25 per share on February
22, 1999, the aggregate market value of the voting stock held by
nonaffiliates of Ameritech Corporation, was approximately $72,821,461,900.
As of that date, 1,099,191,878 shares of Ameritech Common Stock were issued
and outstanding.

                                     
                                     
                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
  Portions of Ameritech's Annual Report to shareowners for the year ended
                  December 31, 1998 (Parts I, II and IV)
                                     
  Portions of Ameritech's definitive Proxy Statement dated March 3, 1999
       relating to its 1999 Annual Meeting of shareowners (Part III)
                                     
         These documents are available on Ameritech's Web site at
                        www.ameritech.com/investor
                                     
                                    
                                    
                            TABLE OF CONTENTS
                                    
                                    
                                 PART I
                                    
 Item                                                        Page
 ----                                                        ----
  1.   Business.........................................       1
  
  2.   Properties.......................................      14
  
  3.   Legal Proceedings................................      15
  
  4.   Submission of Matters to a Vote of Security
        Holders.........................................      16

       Executive Officers of the Company................      16
                                    
                                 PART II
                                    
  5.   Market for Registrant's Common Equity and Related
        Stockholder Matters.............................      18
  
  6.   Selected Financial Data..........................      18
  
  7.   Management's Discussion and Analysis of
         Financial Condition and
         Results of Operations..........................      18
  
  7A.  Quantitative and Qualitative Disclosures about
        Market Risk.....................................      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.........................      20

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

       Report of Independent Public Accountants.........     F-1

       Schedule II - Valuation and Qualifying Accounts..     F-2

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

General

   Ameritech Corporation is a holding company incorporated in  1983
under  the laws of the State of Delaware.  We provide a wide  range
of  communications  services,  including  local  and  long-distance
telephone,  cellular, paging, security, cable TV,  Internet  access
and  directory publishing services.  We operate our business within
the  framework of customer focused business units (15  at  December
31, 1998) centered around specific business segments.  Our business
units provide a complete menu of communication options to consumers
and  businesses  as  well as other companies in the  communications
industry.    In   the  last  five  years,  we  have  expanded   our
communications service offerings to include new services, including
cable   TV   and  security  services,  and,  through  our  European
investments,  extended our reach to new markets.  The products  and
services  of all of our companies are marketed under the Ameritechr
brand identity in all 50 states and 40 countries.

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

Proposed Merger with SBC Communications Inc.

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

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

   On  March  23,  1999, the Department of Justice entered  into  a
consent  decree with Ameritech and SBC that would provide  a  basis
for  Department  of  Justice clearance of  both  the  SBC-Ameritech
merger   and   SBC's  proposed  acquisition  of  Comcast   Cellular
Corporation.   The  consent decree requires the parties  to  divest
certain   "overlapping"  cellular  properties  in  17  markets   in
Illinois, Indiana and Missouri, including, as previously undertaken
by  Ameritech and SBC, those in Chicago and St. Louis.   Under  the
proposed  consent  decree, Ameritech is  obligated  to  divest  its
cellular  telephone  interests in St. Louis and  other  markets  in
Missouri,  as  well  as  its interests in three  other  markets  in
Illinois  where there is an overlap with Comcast.  In the remaining
markets  in Illinois (including Chicago) and Indiana where SBC  and
Ameritech  have  overlapping  cellular  properties,  the   proposed
consent  decree allows Ameritech and SBC to choose which  of  their
two cellular properties to divest.  If Ameritech and SBC consummate
their  merger  before they have completed these  divestitures,  the
remaining  properties  to be divested will be  transferred  to  and
controlled  by  a trustee appointed by the Department  of  Justice.
The  divestitures, whether made by SBC, Ameritech or  the  trustee,
must  be completed within 180 days from the earlier of the time  of
consummation  of  the  merger or the time the parties  receive  the
final  approvals  needed for the merger  from  the  FCC.   After  a
required  60-day  comment  period on the  proposed  consent  decree
(which is expected to begin shortly), the Department of Justice  is
expected  to  reply to any public comments and seek final  approval
and  entry  of the decree by the U.S. District Court in Washington,
D.C.

   On March 29, 1999, the hearing examiners of the ICC issued their
proposed  order approving the Merger subject to certain conditions.
The more significant conditions are to return to customers 100%  of
the  net  Merger-related savings, which may be reduced  to  50%  if
certain performance requirements are met.  Further, SBC must ensure
certain employment levels will not be reduced due to

                           PAGE 1
<PAGE>

the   Merger,   and   that  capital  investments   and   charitable
contributions  in  Illinois are continued generally  at  historical
levels.   The  proposed  order is subject  to  normal  due  process
proceedings before it goes to the commissioners of the  ICC  for  a
vote.   Under Illinois law, such vote must occur on or before  June
24, 1999.

   In  February  1999,  the PUCO staff, Ameritech,  SBC,  the  Ohio
Consumers'  Counsel and certain consumer groups and new competitors
of Ameritech in Ohio signed a proposed merger settlement agreement.
The proposed settlement, which requires formal PUCO approval, among
other  things would guarantee Ameritech Ohio workforce  levels  for
two  years,  extend  the Advantage Ohio price cap  plan  for  basic
residential phone rates, provide for certain discounts  for  resold
local residential service and residential unbundled local loops  to
foster   facilities-based  residential  competition,  set   various
competitive  and service quality benchmarks and establish  monetary
penalties  if  those benchmarks are not met, and provide  financing
for consumer education and community technology funds.

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

Pending Investment in Bell Canada

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

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

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

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

   We  will account for this investment using the equity method  of
accounting.   We intend to fund our investment with available  cash
and  additional  debt borrowings, either through  existing  lending
arrangements, new debt financing or a combination.

   
                          PAGE 2
<PAGE>


   As  a  result  of  this pending transaction  with  BCE,  Moody's
Investor  Services advised us that they had placed  us  on  "credit
watch  with  negative  implications."  We anticipate  meeting  with
Moody's  to discuss their preliminary view, and believe a downgrade
is  unwarranted.  Standard & Poor's has reaffirmed our prior credit
rating.   S&P previously had advised us that our credit rating  may
be downgraded in the event our merger with SBC is completed.

Ameritech's Full-Service Businesses

   Ameritech has 15 business units which have been classified  into
three   reportable   segments:  communications;   information   and
entertainment;    and   international.    The   largest    segment,
communications,  encompasses the array of  communications  services
provided  to business and residential customers, primarily  in  our
Midwest  region,  including  landline and  cellular  telephone  and
paging  services, data services, call management services, payphone
services  and  network  access and interconnection  services.   The
information and entertainment segment provides printed  and  online
directories for business and residential users, security and  alarm
monitoring services for homes and businesses and cable TV  service.
The  international  segment  manages  our  investments  in  foreign
communications ventures, primarily in Belgium, Denmark, Hungary and
Norway.   In addition to these three reportable segments, Ameritech
engages  in  other business activities, including  lease  financing
services.   In  the  next three sections of this  report,  we  will
provide  information  about the businesses  included  within  these
segments.

Our Communications Segment

Landline Communications Services

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

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

-  Transport   of  communications  traffic  between  a   customer's
   equipment and the telephone exchange offices located within  the
   same  LATA (intraLATA service), through local exchange,  private
   line  and  intraLATA toll services (including  800  and  special
   services for data, radio and video transport).
   
-  Provision  of  exchange access service, linking  a  subscriber's
   telephone  or other equipment to the transmission facilities  of
   long-distance  carriers,  and in turn  providing  communications
   service between LATAs (interLATA, or long-distance, service).
   
   The  Ameritech landline communications subsidiaries also provide
public  telephone  and local and toll operator services  (including
collect  calls, third number billing, person-to-person and  calling
card  calls).  They offer call management services (including voice
mail,  Caller  ID, call waiting and call forwarding),  as  well  as
digital  network services (such as online database access  and  fax
messaging,  document sharing functions and video  conferencing  for
desktop  computers).  They provide billing and collection  services
for several companies, including billing for long-distance services
offered by certain long-distance carriers.  They market local phone
services  on  a  wholesale basis to certain  other  companies  that
resell their network services.  At year end, they served more  than
5,000   network  and  information  providers,  including  cellular,
personal communications services (PCS) and competing local  service
companies,  who buy services to use in their product offerings.   A
national  directory  assistance  service  is  offered  in  Chicago,
Detroit and Grand Rapids, with plans to expand across the region.
   
                          PAGE 3
<PAGE>


   Demand   for  additional  lines  and  call  management  services
remained  strong  in 1998 as customers continued to  seek  ways  to
simplify   their  communications  and  increase  efficiency.    The
Ameritech landline communications subsidiaries now serve more  than
21  million  customer  access lines in their upper  Midwest  market
region,  a  2.3% increase over lines served in 1997 (2.7% including
access  lines  sold in November 1998, described  in  the  following
paragraph).   Revenues from call management services  increased  by
20%,  while  pay-per-use revenues, from services such as  automatic
call back and three-way calling, grew at a 61% annual rate.  Demand
for  speed and access drove record growth in data services.   Sales
of  ISDN lines, which carry voice, data and video simultaneously at
many  times the capacity of conventional phone lines, were up  more
than  58%  and sales of high capacity circuits increased 33%.   The
proliferation  of  fax  machines,  Internet  usage   and   computer
communications resulted in data traffic exceeding voice traffic for
the first time in our history.

   In  November  1998,  we completed the sale to Century  Telephone
Enterprises,  Inc.  (Century  Telephone)  of  Ameritech   telephone
operations  and  related  directory  publishing  business   in   19
telephone exchanges covering 21 communities in northern and central
Wisconsin.   The  operations acquired by Century Telephone  include
the  telephone  property and equipment that  serves  nearly  89,000
customer  access lines, as well as directory publishing  operations
for  nine  telephone directories.  The properties sold were  remote
from  Ameritech's  other  properties  in  Wisconsin  and  generally
adjacent to areas where Century Telephone already provided service.

Cellular and Other Wireless Services

   Ameritech provides wireless transport of voice, data and  video,
plus  certain  call  management  services,  to  about  3.6  million
cellular   customers  in  Illinois,  Indiana,   Hawaii,   Kentucky,
Michigan,  Missouri,  Ohio  and  Wisconsin.   In  1998,  we   added
approximately  400,000 cellular customers  to  our  base,  a  12.6%
increase  over the prior year.  We offer long-distance  service  to
our  cellular  customers  in  Illinois,  Indiana,  Michigan,  Ohio,
Wisconsin  and  Missouri and are currently serving  more  than  2.4
million    customers    with   cellular   long-distance    service.
ClearPathSM,  our  digital cellular service, was  expanded  to  the
largest  markets across our region in 1998 and early 1999, offering
customers  enhanced call clarity, longer battery life and  improved
call security.

   We  currently  provide local and nationwide paging  services  to
customers  using  more than 1.5 million paging units  in  Illinois,
Indiana,  Michigan, Minnesota, Missouri, Ohio and Wisconsin,  a  3%
increase over 1997.  Ameritech paging offers features such  as  fax
notification, voice mail and numeric and alphanumeric  paging.   In
1995,  we  acquired  broadband PCS licenses in  the  Cleveland  and
Indianapolis  major trading areas.  These licenses cover  almost  8
million potential customers and provide an effective complement  to
our  existing cellular and landline networks.  We began to  provide
ClearPathSM digital PCS service in these markets beginning in  mid-
1998.

Long-Distance Services

   Under  the  Telecommunications Act of 1996 (the 1996  Act),  the
regional  holding  companies (RHCs) or their affiliates  must  open
their respective local markets to competition by implementing a 14-
point  "competitive checklist" before they can offer  long-distance
service  to  their  local landline customers.   In  considering  an
application to offer long-distance services, the FCC must determine
whether  or  not  an  RHC  has satisfied  the  statutory  criteria,
including  the  competitive checklist and  various  structural  and
accounting  rules,  and  whether its entry  into  long-distance  is
consistent  with  the public interest.  An RHC is  restricted  from
providing long-distance service until the FCC determines that these
criteria  have  been  met.  The  FCC gives  substantial  weight  to
Department of Justice recommendations in reviewing RHC applications
to  enter  the market.  To date, the FCC has not approved  any  RHC
application filed for this purpose.

   Ameritech  Communications, Inc., a subsidiary of  Ameritech,  is
certified to provide long-distance service in 44 states outside our
five-state  region.   With  passage of the  1996  Act,  Ameritech's
cellular  services unit and other cellular service  providers  were
allowed   to  provide  long-distance  service  to  their   cellular
customers,  regardless of location.  More than 2.4 million  of  our
cellular customers use Ameritech's cellular long-distance service.

   Ameritech   Global   Gateway  Services,   Inc.,   an   Ameritech
subsidiary,  began offering wholesale international  switching  and
transport  capabilities in 1997 in more than 200 countries  to  the
hundreds   of   long-distance  companies,  wireless  communications
companies,  independent  phone companies  and  emerging  local  and
Internet  service  providers that either  do  not  have  their  own
international  facilities or may require more capacity.   Ameritech
Global  Gateway Services also would be able to carry  international
calls from our landline communications subsidiaries if and when  we
receive  FCC  approval to offer domestic long-distance services  in
our region.


                           PAGE 4
<PAGE>

Managed Services

   We  formed  an  alliance  with IBM Corporation  that  joins  our
companies  as  leaders  in the $35 billion  desktop  computing  and
communications market.  Together we provide voice, data  and  video
desktop  managed  services for businesses.  We  offer  customers  a
single  point of contact for managing every aspect of desktop-based
communications and computing systems, including personal computers,
software,  telephones,  videoconferencing,  PBXs  and  local   area
networks.   Ameritech GlobalDeskr targets major  corporate  clients
interested  in  improving their information and  telecommunications
systems  in  multiple  locations, including  employees  working  in
remote  locations  or  from  their homes.   We  operate  a  24-hour
customer  service  facility seven days a week to provide  technical
and   consulting  support  as  part  of  these  services.   Through
GlobalDeskr,  we now support more than 700,000 users serving  major
customers nationwide including United Airlines and ComEd.

Our Information and Entertainment Segment

Directories and Electronic Advertising Services

   Ameritech   provides  directories  and  electronic   advertising
services to local, regional and national businesses throughout  our
five-state  region.  In 1998, we printed approximately  40  million
directories  and  created several specialty  directories  including
golf, Internet and dining and entertainment guides.  Ameritech also
publishes  commercial  products including the Ameritech  Industrial
Purchasing  GuideT,  the Ameritech Business Searchr  and  Ameritech
Business SolutionsT directories.

   In  order to complement our other product lines and leverage our
present  content  investments, we offer online Yellow  Pages.   The
service  links  Internet users to millions  of  businesses  in  the
United  States  and other World Wide Web information  and  shopping
sources.    The  Ameritechr  Internet  Yellow  Pages,  located   at
yp.ameritech.net,  provides  comprehensive  coverage  of  over   10
million  U.S.  businesses  and  includes  theme-oriented  specialty
guides  such  as Auto (with information from Kelly Blue  Book)  and
Home  (including  real estate listings from Cyberhomes  and  useful
home  repairs and decorating information).  In addition to offering
simple  listings  in the familiar white and yellow pages  directory
format,  we offer advertising opportunities ranging from  links  to
custom designed Web sites.

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

Internet Access

   Ameritech.netr  provides  easy-to-use  Internet  access  service
designed  for consumers and businesses.  In addition to  affordable
pricing  plans, users have access to Internet Web sites  worldwide,
personal Web pages, free parental control software and up to five e-
mail addresses at no additional charge.  We offer Ameritech.netr in
various  cities  in  our five-state region including  the  Chicago,
Cleveland, Detroit, Indianapolis, and Milwaukee metropolitan areas,
making  Internet  access  available to  nearly  eight  out  of  ten
Ameritech customers.

Cable TV

   We  currently  offer enhanced cable TV service in  the  Chicago,
Cleveland, Columbus and Detroit metropolitan areas.  As of the date
of this report, we have signed approximately 100 cable TV franchise
agreements.   We now serve over 200,000 customers in more  than  80
Midwestern      communities.      Ameritech,     several      other
telecommunications  companies  and  The  Walt  Disney  Company  are
partners  in  a  venture called americastr,  designed  to  develop,
acquire,  package  and  market traditional  and  interactive  video
programming  to  millions of consumers nationwide.   Customers  who
choose  americastr  service receive up  to  90  channels  of  video
programming and an on-screen programming guide featuring simplified
VCR  programming,  a favorite channel guide, parental  control  and
access to an in-home movie service called express cinemaT, offering
pay-per-view movies.

                           PAGE 5
<PAGE>

Security Services

   SecurityLinkr  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.  SecurityLinkr is  North
America's  second  largest  security  monitoring  provider  in   an
estimated  $15  billion  market, currently serving  more  than  1.2
million residential, commercial and government customers.   We  now
have a presence in 92 of the 100 largest metropolitan areas of  the
United States, covering 72% of the country's population, as well as
in  Puerto  Rico, Mexico and Canada.  Ameritech began its  security
services  business  in  December  1994  with  the  acquisition   of
SecurityLinkr, which had 44,000 customers at that time.  Since that
acquisition,  we have invested over $1.3 billion in  that  business
primarily through asset acquisitions.

Our International Segment

   Ameritech's has direct or indirect interests in 15 countries and
is  the  largest  U.S.  investor  in European  communications.  Our
existing international investments are currently focused in Europe.
We  expect  to  continue  to pursue other  opportunities  in  North
America and Europe, concentrating on expanding markets in countries
that  combine  substantial growth potential with a high  degree  of
economic  and  political  stability.  Including  our  January  1998
investment  in  Tele  Danmark A/S, Ameritech's investments  had  an
estimated  market value of more than $10 billion  at  December  31,
1998.  Such estimated value was based on the per share market price
of  publicly  traded shares of Tele Danmark, MATAV and Netcom  and,
for  Belgacom  (which  has no publicly traded  shares),  comparable
European valuation multiples.

Belgium

   Ameritech  and  our  consortium  partners,  Tele  Danmark   A/S,
Singapore Telecommunications Limited and several Belgian investors,
have  a  49.9%  stake in Belgacom S.A., the national communications
provider  in  Belgium.   As a result of our  35%  interest  in  the
consortium,  we  hold  an approximate 17.5% interest  in  Belgacom.
With  approximately 5.1 million telephone lines and more  than  1.2
million cellular customers, Belgacom provides local, long-distance,
cellular  and other communications services and offers  directories
and security services.  Belgacom's operating results and asset base
have  been  strengthened through the introduction of new  services,
such as 800 service and call management features.

Denmark

   In  January  1998, we purchased a 34% interest in  Tele  Danmark
A/S,  the  national  communications provider in Denmark,  from  the
Kingdom  of  Denmark.   As part of our investment  agreement,  Tele
Danmark agreed to repurchase and retire the remaining shares  owned
by  the  Danish government.  When this repurchase was completed  in
April  1998,  our  equity ownership of Tele  Danmark  increased  to
41.6%.   Tele Danmark serves approximately 3.5 million phone lines,
995,000  cellular  customers and 812,000 cable  TV  customers.   In
addition  to  its  16.5%  effective investment  in  Belgacom,  Tele
Danmark  has  investments  in  wireless  services  in  Poland,  the
Ukraine,  Lithuania  and  Austria;  in  competitive  communications
providers  in Sweden, Germany, Switzerland, and the Czech Republic;
and  in  local telephone operations in Hungary.  In 1998,  Belgacom
and  Tele Danmark partnered to launch a nationwide cellular network
in the Netherlands.

Hungary

   Since 1993, Ameritech and our partner, Deutsche Telekom AG, have
had  an interest in MATAV, the national communications provider  in
Hungary.   MATAV  provides local, long-distance  and  international
telephone  service  and is the controlling shareowner  in  cellular
ventures  using both analog and GSM digital technology.  MATAV  has
approximately 2.7 million access lines in a country of 10.5 million
people  and  serves  approximately  640,000  cellular  subscribers.
After  MATAV's initial public offering in November 1997, MagyarCom,
the  alliance formed by Ameritech and Deutsche Telekom, owns  59.6%
of MATAV, with each of the partners holding an equal 29.8% interest
in   the   company.   The  Hungarian  government   currently   owns
approximately 6% of MATAV.
   
                          PAGE 6
<PAGE>


New Zealand

   Beginning  in  1990,  Ameritech had  an  investment  in  Telecom
Corporation of New Zealand Limited (TCNZ), New Zealand's  principal
supplier of domestic and international communications services.  In
April 1998, we sold substantially all of our remaining 24.95% stake
in  TCNZ in a global stock offering.  We received the first of  two
installment payments for such shares in April 1998, with the  final
installment due by March 31, 1999.  With proceeds of $2.1  billion,
the  sale  of this investment enabled us to focus our resources  on
European  expansion and new investment opportunities  in  our  home
region.

Norway

   In  1993  Ameritech  invested  in  NetCom  GSM,  Norway's  first
privately  held cellular services operator.  Netcom began providing
GSM  digital  cellular service to Norway in September  1993.   With
approximately  530,000 customers, NetCom has constructed  a  mobile
infrastructure  network  covering over 92%  of  the  population  of
Norway.  We have a 19.7% interest in NetCom.

Our Other Activities

Capital Services

   Ameritech  provides  a  comprehensive  and  competitive  set  of
leasing  and financing options for communications, data  and  other
capital  equipment.   Customers are businesses  ranging  from  sole
proprietorships to multi-million dollar corporations and government
units.   Serving approximately 7,000 communications and information
systems  customers nationwide, we have financed almost  $4  billion
worth of customer and Ameritech owned equipment since 1984.

Additional Information

   For  the  most  part, demand for our services is  not  seasonal.
Further,  no single customer accounts for a significant portion  of
consolidated or reportable segment revenues.

   For  additional information about our segments, geographic areas
and  significant  products  and  services,  you  should  refer   to
"Management's Discussion and Analysis of Results of Operations  and
Financial  Condition  - Results of Operations,"  and  "-  Financial
Condition, Liquidity and Capital Resources" on pages 23 through  30
and  the  portions  of  "Management's Discussion  and  Analysis  of
Results  of Operations and Financial Condition - Other Matters"  on
pages  33  through 36, as well as Notes 2 and 14 to  the  Notes  to
Consolidated  Financial Statements on Pages 42 through  44  and  51
through  53, of Ameritech's 1998 Annual Report to shareowners,  all
of which are incorporated herein by reference.

Regulatory Environment

The Telecommunications Act of 1996

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

FCC Oversight

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

   
                          PAGE 7
<PAGE>


Local Interconnection and Unbundled Access

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

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

   The  Supreme  Court  upheld  the FCC's  determination  that  the
definition of a network element could include items beyond physical
facilities  and  equipment,  such as operational  support  systems,
operator services, directory assistance and vertical services  such
as  call forwarding and caller notification.  It further ruled that
the  FCC could bar ILECs from separating already combined unbundled
network elements.  However, the Supreme Court overturned the  FCC's
rule  identifying  and  requiring ILECs to offer  specific  network
elements,  finding that the FCC had not adequately  considered,  as
required by the 1996 Act, whether those specific unbundled  network
elements were "necessary" or whether the failure to provide  access
to  them might "impair" the ability of CLECs to provide competitive
services.  We believe that this ruling supports our view  that  the
objectives of the 1996 Act, including development and deployment of
advanced technologies desired by customers, will best be served  by
encouraging   infrastructure  investments,  rather   than   through
unlimited blanket access to all ILEC network elements.

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

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

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

Reciprocal Compensation

   A  number  of  CLECs  are  engaged in  regulatory  and  judicial
proceedings   with   various   ILECs,   including   our    landline
communications  subsidiaries,  with  respect  to  the  payment   of
reciprocal compensation to the CLECs for calls originating  on  the
ILECs' networks for dial-up connections to access the Internet  via
Internet  service  providers (ISPs) served by the CLECs'  networks.
The CLECs have asserted that reciprocal compensation for such calls
is provided for by interconnection agreements between the CLECs and
the  ILECs.  Together with other ILECs, we have maintained that  we
are  not  required  to  make such reciprocal compensation  payments
pursuant  to  those agreements because such traffic  is  interstate
access service, not local.

   
                          PAGE 8
<PAGE>


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

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

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

Universal Service, Access Charge Reform and Price Caps

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

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

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

   
                          PAGE 9
<PAGE>


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

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

Number portability

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

Acquisitions of Security Services Assets

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

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

Pay Phone Per Call Compensation

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

Audit Report on Continuing Property Records

   On  March 12, 1999, the FCC released the result of a staff-level
audit  of  the property records of certain central office equipment
maintained  by  the  RHCs,  including our  landline  communications
subsidiaries.  Based solely on a physical verification audit,  this
report  alleged  an overstatement, and consequently  recommended  a
write-off,  of  approximately $567 million of  our  central  office
equipment.  In releasing this audit report, the FCC stated that  it
did  not pass judgment on its accuracy or the reasonableness of the
audit's conclusions or recommendations.
   
                         PAGE 10
<PAGE>


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

   The  FCC  has announced plans to seek public comment  on  issues
raised by the audit results.

State Regulatory Commissions

Illinois

   In  1994,  the  ICC  approved Advantage  Illinois,  providing  a
framework  for regulating Ameritech Illinois by capping prices  for
noncompetitive services.  At the same time, the ICC approved a  cap
on   the   monthly  line  charge  for  residential  customers   and
residential  calling rates within local calling areas  at  November
1994 levels for five years.  In return for these price protections,
the  ICC  removed a ceiling on earnings to reflect the increasingly
competitive  communications industry and to  create  incentives  to
invest   in  new  technology,  develop  new  services  and  improve
efficiency.   Lower  prices are reflected in  several  product  and
service areas, but the largest portion of the reductions comes from
lower usage rates in certain parts of the Chicago area.  These rate
reductions  primarily impact local service revenues.   1998  marked
the  fifth consecutive year of price reductions, now totaling  $687
million, under the Advantage Illinois price cap plan.

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

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

Indiana

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

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

   In  January 1999, we filed Opportunity Indiana II with the IURC.
Plan approval is expected late in 1999.

Michigan

   The  Michigan Telecommunications Act (MTA), which is  in  effect
until  January 2001, regulates certain telecommunications  services
provided  by  Ameritech Michigan.  In 1996,  the  MPSC  issued  two
orders  requiring  Ameritech Michigan to provide statewide  dialing
parity on intraLATA toll calls or to discount intraLATA toll access
rates by 55% where dialing parity was not implemented.  In

                          PAGE 11
<PAGE>

January  1997, the Michigan Court of Appeals issued a stay  of  the
MPSC  orders pending a determination of Ameritech Michigan's appeal
on the merits.  In May 1998, the Court of Appeals issued a decision
which  reversed  the 1996 MPSC orders.  The Court  concluded  that,
under  the  plain  language of the MTA, Ameritech was  required  to
provide intraLATA toll dialing parity to no more than 10 percent of
its   customers  on  January  1,  1996,  until  Ameritech  obtained
interLATA   relief.   The  Court  of  Appeals  also  reversed   the
imposition  of  a  55%  discount on access charges.   The  Michigan
Supreme  Court  granted applications for leave to appeal  filed  by
AT&T,  MCI  WorldCom, the MPSC and the Michigan  Attorney  General.
The  Michigan Supreme Court heard oral argument on March 11,  1999,
and  a decision on the merits of the appeal is expected later  this
year.

   While its application for leave to appeal was pending, MCI filed
another  MPSC  complaint  asking the  MPSC  to  reinstate  the  55%
discount  on access charges and to issue a new mandate for  dialing
parity.   The  MPSC granted MCI's complaint and required  immediate
implementation  for the remaining 30% of our access  lines  in  its
January 19, 1999 order.  Ameritech filed a motion for stay  of  the
MPSC's  order on January 22, 1999.  The Michigan Court  of  Appeals
granted  that stay on February 5, 1999.  MCI and AT&T have  applied
to  the Michigan Supreme Court to vacate the stay and to bypass the
Michigan Court of Appeals.

   Ameritech  Michigan is continuing to provide Dial 1 + capability
in Michigan to over 70% of our access lines on a voluntary basis.

Ohio

   In  January 1995, Ameritech Ohio implemented the Advantage  Ohio
price  regulation plan following approval by the PUCO.   Rates  for
all  services were capped in 1995 and rates for basic access  lines
and  usage  were  capped for an additional five  years.   The  plan
provides  for  the  ability  to  flexibly  price  competitive   and
discretionary services.  Since the inception of the plan, Ameritech
Ohio  has  reduced rates in excess of $110 million.   At  the  same
time,  Ameritech  Ohio has invested $1.5 billion  over  four  years
improving  the  telecommunications  network.   Ameritech  Ohio  has
committed  to  meeting  certain benchmarks for  the  deployment  of
advanced technology to schools, hospitals and libraries, funding of
community computer centers, a discounted Lifeline telephone service
for  low-income  customers  and  $21  million  in  grants  for  new
technology in public schools and for economic development.

Wisconsin

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

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

Competitive Environment

   Technological developments, marketplace demand and  legislative,
regulatory and judicial actions have expanded the types of services
and  products  available from an increasing  number  of  companies,
creating  growth  opportunities within  the  global  communications
industry.   Our competitive strategy, which includes  our  proposed
merger with SBC, is to position ourselves to take advantage of such
growth opportunities by continuing to branch into new services that
are  logical  extensions  of  our business  and  by  exporting  our
expertise to customers around the world.

   These  same factors also have resulted in increasing competition
in  all  areas of our business.  In pursuing business opportunities
both inside and outside the United States, we compete against other
local service providers, long-distance service providers, cable  TV
companies,  wireless  and  Internet  service  providers  (including
companies  that provide all or some combination of these  services)
and other entrants from a range of industries.  As we have expanded
our   paging  and  cellular  services,  the  number  and  type   of
competitors   have  grown.   Our  telephone  directory   publishing
business faces competition from not only other directory publishing
businesses  and traditional advertising media, such as  television,
radio, direct mail, magazines and newspapers, but also

                          PAGE 12
<PAGE>

providers  of  new technologies, such as Internet and other  online
services.   Many  of  our  competitors have substantial  scale  and
geographic scope, significant capital, technological and  marketing
resources and wide-ranging service offerings.

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

Ameritech's Human Resources

   We employed 70,525 people as of December 31, 1998, compared with
74,359 as of December 31, 1997.

   During   1998,   we  entered  into  new  collective   bargaining
agreements with the International Brotherhood of Electrical Workers
(IBEW)  and the Communication Workers of America (CWA).   In  June,
the  IBEW  ratified  a new five-year contract, effective  June  28,
1998.   The  contract will be re-opened in 2001 to address  certain
economic wage issues for the final two years of its duration.   The
CWA  contract was effective August 9, 1998 and expires on March 31,
2001.   Both agreements provide for basic wage increases  of  11.2%
over the contract period (until 2001 for the IBEW) and also address
benefits,  pensions, work rules and other wage-related items.   The
IBEW  represents  approximately 12,000 employees  in  Illinois  and
northwest  Indiana,  while the CWA represents approximately  28,000
employees  in all five states of our region.  A current  three-year
contract between Ameritech's advertising services unit and the  CWA
is in effect until August 11, 1999.

   In March 1998, Ameritech announced plans to significantly reduce
future  operating  costs  by  the  end  of  2002.   This  will   be
accomplished   in  part  by  the  consolidation  of  our   security
monitoring  centers  and closing 53 company-owned  cellular  retail
stores.    Approximately  3,200  of  the  5,000   employees   whose
employment  relationship is to be severed under the plan  work  for
our  security  services  subsidiary and  are  being  displaced  due
primarily  to  the  consolidation.  Staffing  requirements  at  new
locations  will  require  us to hire a significant  number  of  new
employees.  In 1998, 1,478 employees left Ameritech as part of this
restructuring program.

Patents, Trademarks Licenses and Franchises

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

   Our  domestic  cellular, paging and PCS  services  are  provided
under various licenses granted by the FCC in each geographic market
we  serve.  Cellular and paging licenses are issued for a  standard
duration  of  ten years.  PCS licenses are issued for  five  years.
Licenses  are  renewed upon demonstration of  compliance  with  the
FCC's regulations and continued service to the public.

   Ameritech  has entered into approximately 100 cable TV franchise
agreements  with  local government authorities,  without  which  we
cannot  offer cable TV service.  In exchange for these  permits  to
provide nonexclusive cable service, we have agreed to pay the local
government  authorities  generally 5%  of  the  total  gross  cable
service  revenues plus an additional percentage to support  public,
education  and  governmental  access  channels.   Generally,  these
franchise agreements are in effect for a period of 15 years.

Environmental Matters

   Certain  of  our  subsidiaries  are  subject  to  a  number   of
environmental matters, primarily as a result of contractual sharing
arrangements among the RHCs that continue in effect and  relate  to
predivestiture contingent liabilities of AT&T Corp.  Our  financial
statements reflect a recorded liability for our estimated share  of
such  contingent liabilities in accordance with generally  accepted
accounting principles.

   
                         PAGE 13
<PAGE>


Private Securities Litigation Reform Act Safe Harbor Statement

   Some  of  the  information presented in, or in connection  with,
this Report may constitute "forward-looking statements" within  the
meaning  of  the Private Securities Litigation Reform Act  of  1995
that involve potential risks and uncertainties.  Our future results
could  differ materially from those discussed here.   Some  of  the
factors that could cause or contribute to such differences include:

-  Changes in economic and market conditions that impact the demand
   for  our products and services, or for products and services  by
   companies in which we have substantial investments;
-  the  effects  of  vigorous competition in  the  local  exchange,
   intraLATA  toll, cellular, data, cable TV, directory advertising
   or security services markets;
-  federal     regulatory    developments    that    impact     the
   telecommunications,  security services and cable  TV  industries
   and pending regulatory issues in state jurisdictions, as well as
   the outcome of any related judicial reviews;
-  the timing of and costs associated with entry into the interLATA
   long-distance market;
-  the  timing of, and potential regulatory or other considerations
   relating to, the consummation of our proposed merger with SBC;
-  the  potential  impact of issues related to Year  2000  software
   compliance,
-  risks  inherent in international operations, including  possible
   economic,  political or monetary instability,  as  well  as  the
   potential  impact  of  Year 2000 compliance  and  euro  currency
   conversion issues; and,
-  the  impact  of  new  technologies and the potential  effect  of
   delays in development or deployment of such technologies.
   
   The   words   "expect,"  "believe,"  "anticipate,"   "estimate,"
"project,"  and  "intend" and similar expressions are  intended  to
identify   forward-looking   statements.    These   forward-looking
statements  are found at various places throughout the Management's
Discussion  and Analysis incorporated by reference in Part  II  and
elsewhere in this report.

   You  should  not  place undue reliance on these  forward-looking
statements,  which are applicable only as of the date  hereof.   We
have  no  general  obligation to revise or  update  these  forward-
looking  statements to reflect events or circumstances  that  arise
after the date hereof or to reflect the occurrence of unanticipated
events.

Item 2.  Properties.

General

   The   large  number  and  widespread  locations  of  Ameritech's
properties  make  it difficult to provide detailed descriptions  of
the  physical  characteristics of the  individual  components.   In
general,  however,  we can categorize our investment  in  property,
plant and equipment at year-end 1998 as follows:

-  "Land  and  buildings," consisting of land owned  by  Ameritech,
   including   improvements  (namely  central  and   administrative
   offices), represents 10% of our total investment;
-  "Central office equipment," including switching and transmission
   equipment and related facilities, represents 40%;
-  "Cable, wiring and conduit (or outside plant)," including aerial
   cable,  poles, underground cable, conduit and wiring, represents
   40%;
-  "Other,"  including motor vehicles, computers and other  support
   assets, represents 9%, and
-  "Plant under construction" represents 1%.
   
   Approximately  96%  of  our investment in  property,  plant  and
equipment is attributable to the communications segment.

   
                         PAGE 14
<PAGE>


Capital Expenditures

   Two-thirds of our 1998 capital expenditures were made to  expand
and upgrade our local landline network to meet the demand for data,
custom  calling  and  private  line services  and  to  comply  with
regulatory  requirements.   Growth in  capital  spending  also  was
driven  by  our  deployment  of digital  cellular  network  and  by
continued   construction  of  our  cable   TV   network.    Capital
expenditures were $3.0 billion in 1998, $ 2.7 billion in 1997, $2.5
billion in 1996, $2.2 billion in 1995 and $2.0 billion in 1994.

   Our  capital spending is based on customer demands, our business
plans and regulatory commitments.  Investments in technologies that
will  enable us to provide customers with new products and services
represent a high priority.  We continued to modernize the  landline
communications network throughout 1998.  By year end, we served 89%
of  our  customer  access lines with digital  switching  and  fiber
optics  now reach within two miles of 95% of the customers  in  our
region.  By investing in our telecommunications infrastructure,  we
can  anticipate  and meet the demands on the network  by  customers
wanting  Internet access, high speed data transmission, information
management   and  other  communications  services.   We  anticipate
capital spending to be about $3.0 billion for 1999.

   The  FCC  recently issued a staff-level audit report  concerning
certain  of our property records.  Refer to Item 1 for a discussion
of this audit report.

Item 3.  Legal Proceedings.

   We  are  a  party  to  various legal and regulatory  proceedings
arising in the ordinary course of our business.  While there can be
no assurance as to the ultimate outcome of any pending proceedings,
as  of  the date of this report, we do not believe that any pending
legal  proceedings to which Ameritech or its properties are subject
are required to be disclosed as material legal proceedings pursuant
to this item.

   
                         PAGE 15
<PAGE>


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

   We held a Special Meeting of Ameritech's shareowners on December
11,  1998  for  the sole purpose of considering  and  voting  on  a
proposal  to adopt and approve our Merger Agreement with  SBC.   Of
the  1,103,394,689 shares of Ameritech Common Stock outstanding and
entitled  to  vote  as  of  the  record  date,  October  13,  1998,
797,296,792  shares were present in person or by proxy,  with  each
share   entitled  to  one  vote.   Ameritech  shareowners  approved
adoption  of  the  Merger  Agreement  by  more  than  the  required
affirmative  vote  of a majority of the shares of Ameritech  Common
Stock  issued  and  outstanding on the  record  date.   The  voting
results  were as follows: 755,553,270 shares voted for adoption  of
the  Merger  Agreement; 31,188,240 shares voting  against  it;  and
10,555,282 shares abstained from voting.  Brokers and other nominee
record holders did not have discretionary authority to vote on  the
proposal.

Executive Officers of the Company

The following table includes the name, age, office and term of
office of each of Ameritech's executive officers, as of March 29,
1999.

                                                                  Held
Name                  Age  Officer                                Since
                                                                  
----                  ---  ------                                 -----
                                                                  
Management Committee                                              
                                                                  
Richard C. Notebaert* 51   Chairman, President and Chief          1994
                           Executive Officer                      
                           
Barry K. Allen        50   Executive Vice President - Regulatory  1997
                           and Wholesale Operations               
                           
W. Patrick Campbell   52   Executive Vice President - Corporate   1994
                           Strategy and Business Development      
                           
Walter M. Oliver      53   Senior Vice President - Human          1994
                           Resources                              
                           
Thomas E. Richards    44   Executive Vice President -             1997
                           Communications and Information         
                           Products
                           
Oren G. Shaffer       56   Executive Vice President and Chief     1994
                           Financial Officer                      
                           
Joan H. Walker        51   Senior Vice President - Corporate      1996
                           Communications                         
                           
Kelly R. Welsh        46   Executive Vice President and General   1996
                           Counsel                                
                           
Other Corporate                                                   
Officers                                                          

Deidra D. Gold        44   Secretary                              1998
                                                                  
Barbara A. Klein      44   Vice President and Comptroller         1996
                                                                  
Gary R. Lytle         54   Vice President - Federal Relations     1994
                                                                  
Sari L. Macrie        41   Vice President - Investor Relations    1994
                                                                  
Richard W. Pehlke     44   Vice President and Treasurer           1994
                                                                  

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

   
                         PAGE 16
<PAGE>




For  at  least  the past five years, Mr. Notebaert,  Mr.  Lytle,  Mr.
Pehlke  and  Mr. Welsh have held high level management  or  executive
positions with Ameritech or its subsidiaries.  The principal business
experience  of  the other executive officers prior to assuming  their
present  positions with Ameritech (for at least the last five  years)
is as follows:

Mr.       Executive Vice          Communication and            1995 to 1997
Allen     President                 Information Product        August 1995
          President                 Sector                     1993 to 1995
          President and Chief     Ameritech enhanced business  
          Operating Officer         services*                  1993
                                  Marquette Electronics, Inc.  1989 to 1993
          President and Chief       (medical electronic
          Executive Officer         equipment and software)
          President               Illinois Bell Telephone
                                    Company*
                                  Wisconsin Bell, Inc.*
                                                               
Mr.       President and Chief     Columbia TriStar Home Video  1989 to 1994
Campbell  Executive Officer         (home entertainment)
                                                               
Ms. Gold  Partner                 Goldberg, Kohn, et al (law   1997 to 1998
          Vice President and        firm)                      1991 to 1997
          General Counsel         Premier Industrial (Premier  
                                    Farnell) Corporation       1988 to 1991
          Partner                   (electronics/industrial
                                    distribution)
                                  Jones, Day, Reavis & Pogue
                                    (law firm)
                                                               
Mr.       Vice President - Human  Johnson Controls (control    1989 to 1994
Oliver    Resources                 systems automotive
                                    systems)
                                                               
Mr.       President               Ameritech network services*  1995 to 1997
Richards  Vice President -        Bell Atlantic Corporation    1991 to 1995
          Network Operations        (communications)
                                                               
Mr.       President               Virgo Cap Inc. (investment   1992 to 1994
Shaffer                             firm)
                                                               
Ms.       Partner                 Bozell Sawyer Miller Group   1996
Walker    President and Chief       (strategic communications) 1993 to 1996
          Executive Officer       Bozell Public Relations
                                    (public relations)
                                                               
Ms.       Vice President and      The Pillsbury Company (food  1996
Klein     Controller                products/services)         1993 to 1996
          Vice President -        Pillsbury Bakeries &         
          Finance                   Foodservice (food
                                    products/services)
                                                               
Ms.       Vice President and      Christensen & Associates     1990 to 1994
Macrie    Director of Research      (investor relations
                                    consulting firm)
                                                               
   Under the By-Laws of Ameritech, officers are elected annually, but
may  be  removed  at  any  time at the discretion  of  the  Board  of
Directors.

   * a wholly owned subsidiary or business unit of Ameritech

   
                         PAGE 17
<PAGE>


   
   
                              PART II
                                 
Item 5.  Market for Registrant's Common Equity and
         Related Stockholder Matters

   There were 726,666 owners of record of Ameritech Common Stock as
of  February  22,  1999.   The  principal  market  for  trading  in
Ameritech  Common Stock in the U.S. is the New York Stock Exchange.
In  addition, our Common Stock is listed for trading on the Boston,
Chicago,  Pacific,  Philadelphia, London, Tokyo, Amsterdam,  Basel,
Geneva and Zurich Stock Exchanges.

   High  and  low stock prices, as reported on the New  York  Stock
Exchange composite transactions reporting system, and dividends for
each  quarter during the last two fiscal years are as follows (with
all  information restated to reflect the stock split to shareowners
of record on December 31, 1997):

                        High      Low    Dividends Declared
   1998  1st quarter  $49.88    $38.75          $.30
         2nd quarter   50.25     41.50           .30
         3rd quarter   52.13     43.38           .30
         4th quarter   64.25     47.38           .3175

                        High      Low    Dividends Declared
   1997  1st quarter  $32.50    $28.31          $.2825
         2nd quarter   35.88     27.63           .2825
         3rd quarter   35.31     30.66           .2825
         4th quarter   43.13     30.13           .30

Item 6.  Selected Financial Data.

   The  information in "Selected Financial and Operating  Data"  on
page  22  of  Ameritech's  1998 Annual  Report  to  shareowners  is
incorporated herein by reference in response to this item.

Item 7. Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

   The   "Management's  Discussion  and  Analysis  of  Results   of
Operations  and  Financial Condition" on pages  23  through  36  of
Ameritech's  1998  Annual  Report to  shareowners  is  incorporated
herein  by reference in response to this item.  Reference is hereby
made  to  the discussion of our pending $3.4 billion investment  to
acquire  a 20% interest in Bell Canada and more current information
on  the pending merger with SBC in Item 1 (Business) on Pages 1 and
2 of this Form 10-K.

Item 7A.  Quantitative and Qualitative Disclosures
          about Market Risk.

   Information  relating  to  market  risk  is  included   in   the
Management's  Discussion and Analysis of Results of Operations  and
Financial Condition under the captions "Effects of Foreign Currency
Fluctuations" and "Disclosures about Market Risk" on pages  35  and
36  of  Ameritech's  1998  Annual  Report  to  shareowners  and  is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data.

   The  Report  of  Independent  Public  Accountants,  Consolidated
Statements  of  Income, Consolidated Balance  Sheets,  Consolidated
Statements of Shareowners' Equity, Consolidated Statements of  Cash
Flows  and Notes to Consolidated Financial Statements on  pages  37
through  53  of  Ameritech's 1998 Annual Report to shareowners  are
incorporated herein by reference in response to this item.

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

   Not applicable.

   
                         PAGE 18
<PAGE>


                                 
                                 
                             PART III
                                 
Item 10.  Directors and Executive Officers of Registrant.

   For  information  about our executive officers,  see  "Executive
Officers  of  the  Company" at the end of Part I  of  this  report.
"Election  of  Directors  - Nominees for  Election  at  the  Annual
Meeting"  on  pages  2  through  6 and  "Section  16(a)  Beneficial
Ownership  Reporting Compliance" on pages 8  and  9  of  the  Proxy
Statement   for   our  1999  Annual  Meeting  of  shareowners   are
incorporated herein by reference in response to this item.

Item 11.  Executive Compensation.

   "Election   of  Directors  -  Compensation  of  Directors"   and
"Executive  Compensation - Summary Compensation Table,"  "-  Option
Grants  in 1998," "- Option Exercises in 1998 and Option Values  at
December 31, 1998," "- Pension Plans," "- Employment Contracts" and
"-  Certain Compensatory Arrangements Upon a Change in Control"  on
page  7 and pages 15 through 21 of the Proxy Statement for our 1999
Annual Meeting of shareowners are incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management.

   The  information  in  "Proposed Merger with  SBC  Communications
Inc."  and  in "Election of Directors - Officer and Director  Stock
Ownership"  and "- Beneficial Owners of More than Five Percent"  on
pages 2, 8 and 9, respectively, of the Proxy Statement for our 1999
Annual Meeting of shareowners, is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

   Not applicable.

   
                         PAGE 19
<PAGE>


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

(a) Documents filed as part of this report:

     (1)  Financial Statements.  You will find these
          financial statements as indicated below:
     
                                                               Page
                                                               ----
     Report of Independent Public Accountants.................    *
     Consolidated Statements of Income........................    *
     Consolidated Balance Sheets..............................    *
     Consolidated Statements of Shareowners' Equity...........    *
     Consolidated Statements of Cash Flows....................    *
     Notes to Consolidated Financial Statements...............    *

     
     *  Located in our 1998 Annual Report to shareowners at
        pages 37 through 53 and incorporated herein by reference.
     
     (2)Financial  Statement Schedules.  We have omitted  financial
        statement  schedules other than that listed  below  because
        such schedules are not required or applicable.
        
     Report of Independent Public Accountants.................  F-1
     II - Valuation and Qualifying Accounts.................... F-2

     (3)The  list  of  exhibits  filed  with  or  incorporated   by
        reference  into  this report is contained  in  the  Exhibit
        Index  to  this  report on Page I-1, which is  incorporated
        herein by reference.
        
          We  will  furnish  to a shareowner, on  request,  without
        charge,  a  copy  of this report (including  the  financial
        statements  and financial statement schedule), as  well  as
        our  1998  Annual Report to shareowners and the  Notice  of
        1999  Annual Meeting and Proxy Statement, portions of which
        are  referred  to  in and considered part of  this  report.
        Copies  of  the  Annual  Report to  shareowners  and  Proxy
        Statement  also are available on Ameritech's  Web  site  at
        www.  ameritech.com/investor.  We will  furnish  any  other
        exhibit to this report at cost.
        
(b)  Reports on Form 8-K:

   We  filed a Current Report on Form 8-K, dated October 15,  1998,
with  the SEC to report Ameritech's earnings for the third  quarter
ended September 30, 1998, under Item 5, Other Events.

   
   
   
   
   
   
   
   
   
   
   
   
   
                         PAGE 20
<PAGE>


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

                                           AMERITECH CORPORATION


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

March 29, 1999

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

   Principal Executive Officer:
   
       Richard C. Notebaert*
            Chairman, President and
                 Chief Executive Officer
   
   Principal Financial Officer:
   
       Oren G. Shaffer*
            Executive Vice President
                 and Chief Financial Officer
   
   Principal Accounting Officer:
   
        Barbara A. Klein                    /s/ Barbara A. Klein
                                       -----------------------------
            Vice President and Comptroller  (*Barbara A. Klein,
                                             for herself and as
                                             Attorney-in-Fact)
   March 29, 1999
   
   Directors:
   Donald C. Clark*
   Melvin. R. Goodes*
   Hanna H. Gray*
   James A. Henderson*
   Sheldon B. Lubar*
   Lynn M. Martin*
   Arthur C. Martinez*
   John B. McCoy*
   Richard C. Notebaert*
   John D. Ong*
   A. Barry Rand*
   Laura D'Andrea Tyson*
   James A. Unruh*
   
                         PAGE 21
<PAGE>


   
GLOSSARY

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

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

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

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

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

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

Call management services -
--------------------------
services that add value and convenience for phone customers, such
as call waiting, call forwarding and Caller ID.  These services are
sold to customers individually or in packages.

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

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

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

Dial 1 + (Dialing parity) -
--------------------------
a feature that allows local phone customers to designate a carrier
other than the local service provider for toll calls within their
calling area by simply dialing 1 plus the telephone number.

Digital -
---------
an alternative to traditional analog communications, digital
systems transport information in the 1s and 0s of computer code for
improved clarity and quality.

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

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

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

Interconnection -
-----------------
allowing a competitive local service provider to use the local
phone company's network, or elements of the network, to provide
local phone service to its customers.

Interexchange carriers (IXCs) -
-------------------------------
those companies primarily involved in providing long-distance voice
and data transmission services - such as AT&T, MCI WorldCom and
Sprint.

Internet -
----------
the global web of networks that connects computers around the world
providing rapid access to information from multiple sources.

Internet service providers (ISPs) -
-----------------------------------
those companies providing access to the Internet and other computer-
based information networks.

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

   
                         PAGE 22
<PAGE>


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

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

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

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

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

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

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

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

Price caps -
------------
a form of regulation that sets maximum limits on the prices that
local exchange carriers can charge for access services instead of
limits on rate of return or profits.

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

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

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

Security services -
-------------------
services that help secure people and property at home and at work
such as burglar and fire alarm systems, closed circuit cameras and
electronic card access.

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

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

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

Universal service -
-------------------
a concept designed to ensure access to the telecommunications
network in rural and low-income areas at affordable prices.
Funding typically comes from urban telecommunications operators.

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

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

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

   
                         PAGE 23
<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, 1998, incorporated by reference in this Form 10-K, and
have  issued our report thereon dated January 21, 1999, which  also
is  incorporated by reference herein.  Our audits were made for the
purpose  of forming an opinion on those financial statements  taken
as  a  whole.   The  financial statement schedule  listed  in  Item
14(a)(2)  is  the responsibility of Ameritech's management  and  is
presented  for  purposes  of  complying  with  the  Securities  and
Exchange  Commission's rules and is not part of the basic financial
statements.   This  schedule  has been subjected  to  the  auditing
procedures  applied in the audits of the basic financial statements
and,  in  our  opinion, fairly states in all material respects  the
financial data required to be set forth therein in relation to  the
basic financial statements taken as a whole.




ARTHUR ANDERSEN LLP


Chicago, Illinois
January 21, 1999
   
                         PAGE 24
<PAGE>

                              AMERITECH CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                              (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      Accounts       Deductions    Period
                  ---------   ----------   -----------   -------------   ------
 
 Allowance for 
    Uncollectibles
 Year 1998........   $ 308      $ 385(a)      $384(b)      $739(c)      $ 338
 Year 1997........     320        355(a)       493(b)       860(c)        308
 Year 1996........     166        421(a)       368(b)       635(c)        320
 
 Restructuring 
    Accruals
 Year 1998........   $  79      $ 104         $  -         $60(d)       $ 123
 Year 1997........      84          -            -             5           79
 Year 1996........      88          -            -             4           84
 
 
 ----------------------
     
     
   (a)Excludes direct charges and credits to expense on the statements of
      income and reinvested earnings related to interexchange carrier
      receivables.
      
   (b)Includes principally amounts previously written off which were
      credited directly to this account when recovered and amounts related
      to long-distance carrier receivables which are being billed by
      Ameritech, as well as a reclassification in 1996 of $42 million from
      current liabilities to more accurately state the allowance.
      
   (c)Amounts written off as uncollectible.
      
   (d)Includes $30 million reversed to other operating expenses
      (classification of original accrual) for amounts no longer required.
      
                                                                             
                                                                             
                                                                             

   


   
   
   
   
   
                           F-1
<PAGE>


                                 
                                 
                           EXHIBIT INDEX
                                 
We are including as exhibits to this report certain documents that
we have previously filed with the SEC as exhibits, as identified in
parentheses below.  The management contracts and compensatory plans
or arrangements required to be filed as exhibits to this report
pursuant to Item 14(c) are filed as Exhibits 10c through 10w-1,
inclusive.

Exhibit
Number
------
  2      -  Agreement and Plan of Merger, among Ameritech
            Corporation, SBC Communications Inc. and SBC
            Delaware, Inc., (Exhibit 2 to Form 8-K, dated May
            11, 1998, File No. 1-8612).
  3a     -  Ameritech's Certificate of Incorporation, as
            amended on April 30, 1996 (Exhibit 3i to Form 10-Q
            for the quarter ended March 31, 1996, File No. 1-
            8612).
  3b     -  Ameritech's By-Laws, as amended on March 19, 1997
            (Exhibit 3b to Form 10-Q for the quarter ended
            March 31, 1997, File No. 1-8612).
  4b     -  We are not required to file documents which define
            the rights of holders of long and intermediate term
            debt of Ameritech and all of its consolidated
            subsidiaries.  We have agreed to furnish a copy of
            these documents to the SEC on request.
  10a    -  Reorganization and Divestiture Agreement between
            American Telephone and Telegraph Company and
            American Information Technologies Corporation and
            Affiliates, dated as of November 1, 1983 (Exhibit
            10a to Form 10-K for 1983, File No. 1-8612).
  10b    -  Agreement Concerning Contingent Liabilities, Tax
            Matters and Termination of Certain Agreements,
            among American Telephone and Telegraph Company,
            Bell System Operating Companies, Regional Holding
            Companies and Affiliates, dated as of November 1,
            1983 (Exhibit 10j to Form 10-K for 1983, File No. 1-
            8612).
  10c    -  Ameritech Stock Retirement Plan for Non-Employee
            Directors, effective as of December 17, 1986
            (Exhibit 10ll to Form 10-K for 1986, File No. 1-
            8612).
  10c-1  -  First Amendment of Ameritech Stock Retirement Plan
            for Non-Employee Directors, effective as of January
            1, 1989 (Exhibit 10ll-1 to Form 10-K for 1988, File
            No. 1-8612).
  10c-2  -  Second Amendment of Ameritech Stock Retirement Plan
            for Non-Employee Directors, effective January 17,
            1990 (Exhibit 10ll-2 to Form 10-K for 1989, File
            No. 1-8612).
  10d    -  American Information Technologies Corporation
            Deferred Compensation Plan for Non-Employee
            Directors (Exhibit 10gg to Form 10-K for 1985, File
            No. 1-8612).
  10d-1  -  First Amendment of Deferred Compensation Plan for
            Non-Employee Directors, effective as of January 1,
            1987 (Exhibit 10gg-1 to Form 10-K for 1986, File
            No. 1-8612).
  10d-2  -  First Amendment of American Information
            Technologies Corporation Deferred Compensation Plan
            for Non-Employee Directors, effective as of January
            1, 1989, superseding the prior 1987 First Amendment
            (Exhibit 10gg-2 to Form 10-K for 1988, File No. 1-
            8612).
  10d-3  -  Second Amendment of American Information
            Technologies Corporation Deferred Compensation Plan
            for Non-Employee Directors, approved by the Board
            of Directors on January 17, 1990.
  10d-4  -  Third Amendment to American Information
            Technologies Corporation Deferred Compensation Plan
            for Non-Employee Directors (Exhibit 10gg-4 to Form
            10-K for 1990, File No. 1-8612).
  10d-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).
  10e    -  Ameritech Plan for Non-Employee Directors' Travel
            Accident Insurance.
  10f    -  Employment Agreement, dated July 1995, between
            Ameritech and Barry K. Allen.
  10g    -  Employment Agreement, dated December 1993,  between
            Ameritech and Patrick Campbell.
            
                          PAGE I-1
            <PAGE>
            
            
            
  10h    -  Agreement Regarding Change in Control, dated as of
            January 19, 1994, between Ameritech and Richard C.
            Notebaert, together with a schedule identifying
            another agreement in the same form (Exhibit 10mm to
            Form 10-K for 1993, File No. 1-8612).
  10h-1  -  Agreement Regarding Change in Control, dated as of
            September 9, 1994, between Ameritech and W. Patrick
            Campbell (Exhibit 10z to Form 10-K for 1994, File
            No. 1-8612).
  10h-2  -  Agreement Regarding Change in Control, dated as of
            January 1, 1995, between Ameritech and Oren G.
            Shaffer (Exhibit 10bb to Amendment No. 1 to 1994
            Form 10-K on Form 10-K/A, dated May 14, 1995, File
            No. 1-8612).
  10h-3  -  Agreement Regarding Change in Control, dated as of
            December 1, 1995, between Ameritech and Barry K.
            Allen (Exhibit 10v to Form 10-K for 1995, File No.
            1-8612).
  10h-4  -  Agreement Regarding Change in Control, dated as of
            January 20, 1997, between Ameritech and Thomas E.
            Richards (Exhibit 10-w to Form 10-K for 1996, File
            No. 1-8612).
  10i    -  Form of 1997 Stock Option Agreement and Agreement
            Not to Compete, dated June 18, 1997, between
            Ameritech and certain executive officers, together
            with a supplemental identifying schedule.
  10j    -  Ameritech Corporation Long-Term Stock Incentive
            Plan, as amended and restated effective as of
            February 1, 1998.
  10j-1  -  Forms of Option Agreement under the Ameritech Long
            Term Stock Incentive Plan.
  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,
            adopted on August 20, 1993 (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 1989 Long Term Incentive
            Plan, adopted on January 17, 1995 (Exhibit 10k-2 to
            Form 10-K for 1995, File No. 1-8612).
  10k-3  -  Resolution adopted by the Company's Board of
            Directors on May 10, 1998, amending the Ameritech
            1989 Long Term Incentive Plan.
  10k-4  -  Forms of option agreements under the Ameritech 1989
            Long Term Incentive Plan.
  10l    -  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).
  10l-1  -  First Amendment to Long Term Incentive Plan,
            adopted on August 20, 1993 (Exhibit 10bb-1 to Form
            10-K for 1993, File No. 1-8612).
  10l-2  -  Resolutions concerning the exercisability of stock
            options granted under the Ameritech Long Term
            Incentive Plan, adopted on January 17, 1995
            (Exhibit 10d-2 to Form 10-K for 1995, File No. 1-
            8612).
  10l-3  -  Resolution adopted by the Company's Board of
            Directors on May 10, 1998, amending the Ameritech
            Long Term Incentive Plan.
  10m    -  Ameritech Senior Management Short Term Incentive
            Plan, as amended and restated effective as of
            February 1, 1998 (Exhibit 10c to Form 10-K for
            1997, File No. 1-8612).
  10n    -  Ameritech Management Committee Short Term Incentive
            Plan, as amended and restated effective February 1,
            1998 (Exhibit 10ee to Form 10-K for 1997, File No.
            1-8612).
  10o    -  Ameritech Estate Preservation Plan, as amended and
            restated effective as of December 1, 1995
            (corrected copy).
  10p    -  Ameritech Key Management Life Insurance Plan, as
            amended and restated effective as of
            February 1, 1998 (corrected copy).
  10q    -  Form  of  Ameritech  Split-Dollar  and  Collateral-
            Assignment Agreements pursuant to the Ameritech Key
            Management   Life  Insurance  Plan  and/or   Estate
            Preservation  Plan (Exhibit 10cc to Form  10-K  for
            1990, File No. 1-8612).
            
               
                       PAGE I-2
            <PAGE>
            
            
            
  10r    -  Ameritech Corporate Resource Deferral Plan, as
            amended and restated effective as of May 10, 1998.
  10r-1  -  First Amendment of Ameritech Corporate Resource
            Deferral Plan, effective January 1, 1999.
  10s    -  Ameritech Corporate Resource Long Term Disability
            Plan, as amended and restated effective as of
            February 1, 1998 (Exhibit 10y to Form 10-K for
            1997, File No. 1-8612).
  10t    -  Ameritech Corporate Resource Transfer Program, as
            amended and restated effective as of February 1,
            1998 (Exhibit 10z to Form 10-K for 1997, File No. 1-
            8612).
  10u    -  Ameritech Corporate Resource Severance Pay Plan, as
            amended and restated effective as of
            May 10, 1998.
  10v    -  Ameritech Corporate Resource Supplemental Pension
            Plan, as amended and restated effective as of
            February 1, 1998.
  10v-1  -  Supplement A, adopted November 10, 1998, amending
            the Ameritech Corporate Resource Supplemental
            Pension Plan, as amended and restated effective as
            of February 1, 1998.
  10w    -  Ameritech Corporate Resource Supplemental Pension
            Trust, as amended and restated effective as of May
            1, 1996 (Exhibit 10cc to Form 10-K for 1996, File
            No. 1-8612).
  10w-1  -  First Amendment of Ameritech Corporate Resource
            Supplemental Pension Trust, effective as of
            September 15, 1997.
  12     -  Computation of ratio of earnings to fixed charges
            for the five years ended December 31, 1998 (Exhibit
            12 to Form 8-K, dated February 18, 1999, File No. 1-
            8612).
  13     -  Portions of Ameritech's 1998 annual report to
            shareowners.
  21     -  Ameritech's subsidiaries.
  23     -  Consent of Arthur Andersen LLP.
  24     -  Powers of Attorney.
  27     -  Financial Data Schedule (Exhibit 27 to Form 8-K,
            dated February 18, 1999, File No. 1-8612).
  99a    -  Annual Report on Form 11-K of the Ameritech Savings
            Plan for Salaried Employees for the fiscal year
            ended December 31, 1998, to be filed by amendment.
  99b    -  Annual Report on Form 11-K of the Ameritech Savings
            and Security Plan for Non-Salaried Employees for
            the fiscal year ended December 31, 1998, to be
            filed by amendment.
  99c    -  Annual Report on Form 11-K of the DonTech Profit
            Participation Plan for the fiscal year ended
            December 31, 1998, to be filed by amendment.
   
   
                             PAGE I-3
<PAGE>