Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is an Officer and Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.
G. SHAFFER,  B. A. KLEIN AND  R.W. PEHLKE and each of them, as
attorneys for the undersigned and in the undersigned's name, place and
stead as an Officer and a Director of the Company, to execute and file
the Annual Report, and thereafter to execute and file any amendment or
amendments thereto on Form 10-K/A, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.



                                /s/ Richard C. Notebaert
                                Richard C. Notebaert
                                Chairman and Chief Executive Officer

STATE OF ILLINOIS )
COUNTY OF COOK    )

  On the 4th day of March, 1997, personally appeared before me Richard
C Notebaert to me known and known to be the person described in and
who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is an Officer of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.C.
NOTEBAERT, B. A. KLEIN AND R. W. PEHLKE, and each of them, as
attorneys for the undersigned and in the undersigned's name, place and
stead as an Officer of the Company, to execute and file the Annual
Report, and thereafter to execute and file any amendment or amendments
thereto on Form 10-K/A, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of March, 1997.



                                /s/ Oren G. Shaffer
                                Oren G. Shaffer
                                Executive Vice President and
                                Chief Financial Officer


STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 5th day of March, 1997, personally appeared before me Oren G.
Shaffer to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 5th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W. PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.



                                /s/ Donald C. Clark
                                Donald C. Clark



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 4th day of March, 1997, personally appeared before me Donald
C. Clark to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W. PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
4th day of March, 1997.




                                /s/ Hanna Holborn Gray
                                Hanna Holborn Gray



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 4th day of March, 1997, personally appeared before me Hanna
Holborn Gray to me known and known to be the person described in and
who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN  AND R.W. PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of March, 1997.



                                /s/ James A. Henderson
                                James A. Henderson



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 5th day of March, 1997, personally appeared before me James
A. Henderson to me known and known to be the person described in and
who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.

  WITNESS my hand and official seal this 5th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B. A. KLEIN AND R.W. PEHLKE, and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
a Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of March, 1997.



                                /s/ Sheldon B. Lubar
                                Sheldon B. Lubar



STATE OF WISCONSIN              )
COUNTY OF MILWAUKEE             )


  On the 5th day of March, 1997, personally appeared before me Sheldon
B. Lubar to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 5th day of March, 1997.



                                /s/ Mary Beth Wisniewski
                                         Notary Public


<PAGE>                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W.PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.



                                /s/ Arthur C. Martinez
                                Arthur C. Martinez



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 4th day of March, 1997, personally appeared before me Arthur
C. Martinez to me known and known to be the person described in and
who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Kathleen Tarpinian
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W. PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.


                                /s/ John B. McCoy
                                John B. McCoy



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 4th day of March, 1997, personally appeared before me John B.
McCoy to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W.PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  N WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th of March, 1997.



                                /s/ John D. Ong
                                John D. Ong



STATE OF OHIO     )
COUNTY OF SUMMIT  )


  On the 4th of March, 1997, personally appeared before me John D. Ong
to me known and known to be the person described in and who executed
the foregoing instrument and such person duly acknowledged that such
person executed and delivered the same for the purpose therein
expressed.

  WITNESS my hand and official seal this 4th of March, 1997.



                                /s/ Virginia M. Huggins
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W.PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.


                                /s/ A. Barry Rand
                                A. Barry Rand



STATE OF ILLINOIS )
COUNTY OF COOK    )


  On the 4th day of March, 1997, personally appeared before me A.
Barry Rand to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Judy L. Anker
                                         Notary Public

<PAGE>
                                                       Exhibit 24


                           POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

  WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (the "Annual
Report"); and

  WHEREAS, the undersigned is a Director of the Company;

  NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER,
B. A. KLEIN AND R.W.PEHLKE, and each of them, as attorneys for the
undersigned and in the undersigned's name, place and stead as a
Director of the Company, to execute and file the Annual Report, and
thereafter to execute and file any amendment or amendments thereto on
Form 10-K/A, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully,
to all intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.

  IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of March, 1997.




                              /s/ James A. Unruh
                              James A. Unruh


STATE OF PENNSYLVANIA           )
COUNTY OF MONTGOMERY            )


  On the 4th day of March, 1997, personally appeared before me James
A. Unruh to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.

  WITNESS my hand and official seal this 4th day of March, 1997.



                                /s/ Susan H. Sowers
                                         Notary Public