AGREEMENT REGARDING
                        CHANGE IN CONTROL
                                

      This  Agreement entered into as of the 20th day of January,
1997,   by   and  between  Ameritech  Corporation,   a   Delaware
corporation   (the  "Company"),  and  Thomas  E.  Richards   (the
"Executive"),

                        WITNESSETH THAT:
                                
                                
       WHEREAS,  the  Company  wishes  to  induce  the  Executive
to  remain in its employ, to provide fair and equitable treatment
and  a competitive compensation package to the Executive, and  to
assure continued attention of the Executive to his duties without
any  distraction arising out of uncertain personal  circumstances
in a change in control environment;  and

      WHEREAS,  the  Company recognizes that in the  event  of  a
change  in  control  of  the  Company  it  is  likely  that   the
Executive's  authorities,  duties and responsibilities  would  be
substantially altered;  and

     WHEREAS, the Company and the Executive accordingly desire to
enter  into this Agreement on the terms and conditions set  forth
below;

      NOW, THEREFORE, in consideration of the premises and mutual
covenants  set forth herein, it is hereby agreed by  and  between
the parties as follows:

      1.   Term of Agreement.  The "Term" of this Agreement shall
commence  on the date hereof and shall continue through  December
31,  1997;   provided, however, that on such  date  and  on  each
December  31  thereafter,  the  Term  of  this  Agreement   shall
automatically be extended for one additional year (but not beyond
the  Executive's attainment of age 65) unless, not later than the
preceding November 1 the Company shall have given notice that  it
does not wish to extend the Term;  and provided, further, that if
a  Change in Control (as defined in paragraph 2 below) shall have
occurred  during the original or any extended Term of this  Agree
ment,  the Term of this Agreement shall continue for a period  of
twenty-four  months  beyond the month in  which  such  Change  in
Control occurs, but not beyond the Executive's attainment of  age
65.

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

     (a)  any "person" (as such term is used in Section 13(d) and
          14(d)(2) of the Securities Exchange Act of 1934)  other
          than:
     
          (i)  a  trustee  or other fiduciary holding  securities
               under an employee benefit plan of the Company, or
          
          (ii) the Executive or any person acting in concert with
               the Executive
          
          is  or  becomes a beneficial owner (as defined in  Rule
          13d-3  under  the  Securities Exchange  Act  of  1934),
          directly  or  indirectly,  of  stock  of  the   Company
          representing 20% or more of the total voting  power  of
          the   Company's  then  outstanding  stock;    provided,
          however, that this subparagraph (a) shall not apply  to
          any tender offer made pursuant to an agreement with the
          Company  approved by the Company's Board  of  Directors
          and  entered  into  before the  offeror  has  become  a
          beneficial  owner of stock of the Company  representing
          5%  or  more  of  the  combined  voting  power  of  the
          Company's then outstanding stock;
     
     (b)  a  tender  offer is made for the stock of the  Company,
          and  the  person making the offer owns or has  accepted
          for  payment stock of the Company representing  20%  or
          more  of  the total voting power of the Company's  then
          outstanding  stock;   provided,  however,   that   this
          subparagraph  (b) shall not apply to any  tender  offer
          made pursuant to an agreement with the Company approved
          by  the  Company's Board of Directors and entered  into
          before  the  offeror has become a beneficial  owner  of
          stock  of  the Company representing 5% or more  of  the
          combined voting power of the Company's then outstanding
          stock;
     
     (c)  during any period of 24 consecutive months there  shall
          cease  to  be  a  majority of the  Board  of  Directors
          comprised as follows:  individuals who at the beginning
          of  such  period constitute the Board of Directors  and
          any  new  director(s) whose election by  the  Board  of
          Directors  or nomination for election by the  Company's
          stockholders  was approved by a vote of at  least  two-
          third  (2/3) of the directors then still in office  who
          either were directors at the beginning of the period or
          whose   election   or  nomination  for   election   was
          previously so approved;  or
     
     (d)  the  stockholders of the Company approve  a  merger  or
          consolidation  of  the Company with any  other  company
          other than:
     
          (i)  a  merger  or consolidation which would result  in
               the Company's voting stock outstanding immediately
               prior  thereto continuing to represent (either  by
               remaining  outstanding or by being converted  into
               voting  stock of the surviving entity)  more  than
               70%  of the combined voting power of the Company's
               or  such  surviving  entity's  outstanding  voting
               stock    immediately   after   such   merger    or
               consolidation;  or
          
          (ii) a  merger  or consolidation which would result  in
               the  directors  of the Company who were  directors
               immediately prior thereto continuing to constitute
               at  least  50%  of the directors of the  surviving
               entity   immediately   after   such   merger    or
               consolidation.
          
For  purposes  of  subparagraph (d) above, the phrase  "surviving
entity"  shall mean only an entity in which all of the  Company's
stockholders who are stockholders immediately before  the  merger
or  consolidation  (other than stockholders exercising  dissenter
rights)  become  stockholders by  the  terms  of  the  merger  or
consolidation, and the phrase "directors of the Company who  were
directors  immediately prior thereto" shall not include  (A)  any
director  of the Company who was designated by a person  who  has
entered   into  an  agreement  with  the  Company  to  effect   a
transaction  described in subparagraph (a)  or  subparagraph  (d)
above,  or  (B)  any  director who was  not  a  director  at  the
beginning of the 24-consecutive-month period preceding  the  date
of such merger or consolidation, unless his election by the Board
of  Directors  or nomination for election by the Company's  stock
holders  was approved by a vote of at least two-thirds  (2/3)  of
the  directors  who were directors before the beginning  of  such
period.

      3.    Compensation After a Change in Control.   During  any
period in which the Executive is employed by the Company after  a
Change  in  Control,  there shall be no  reduction  in  the  base
salary,  long  and  short term incentives and  bonuses,  employee
benefits   (including   medical  insurance,   disability   income
protection,  and  life  insurance  and  death  benefits),  fringe
benefits  and  perquisites to which the  Executive  was  entitled
prior to the Change in Control.

       4.     Severance  Payments.   Subject  to  the  provisions
of  paragraphs  5  and  6  below,  in  the  event  that  (i)  the
Executive's   employment  with  the  Company   is   involuntarily
terminated  by  the  Company for any  reason  other  than  death,
Disability  (as  defined below) or Just Cause (as defined  below)
during the twenty-four month period following a Change in Control
or (ii) the Executive's employment with the Company is terminated
by  the  Executive  for any reason during the  thirty-day  period
beginning  on  the first anniversary of a Change in Control,  the
Executive  shall  continue  to  receive  all  medical  insurance,
disability income protection, life insurance coverage  and  death
benefits,  fringe benefits and perquisites to which the Executive
was  entitled prior to the Change in Control for a period of  not
less  than  the  24 consecutive months immediately following  the
date of his termination of employment, and shall be entitled to a
lump  sum payment in cash no later than ten business days and  no
earlier  than  two  business days after the date  of  termination
equal to the sum of:
          
     (a)  an  amount  equal to 2.99 (or, if less, the  number  of
          years remaining until the Executive's attainment of age
          65)  times the Executive's annual salary rate in effect
          immediately prior to the Change in Control;
     
     (b)  an  amount  equal to 2.99 (or, if less, the  number  of
          years remaining until the Executive's attainment of age
          65)  times  the Executive's short term incentive  award
          and   other  bonuses  payable  for  the  calendar  year
          preceding the Change in Control;  and
     
     (c)  the    actuarial    equivalent   of   the    additional
          pension benefits which the Executive would have accrued
          under  the  terms  of the Ameritech Management  Pension
          Plan,  the  Ameritech Senior Management Retirement  and
          Survivor  Protection Plan and each other  tax-qualified
          or nonqualified defined benefit pension plan maintained
          by  the  Company  (determined  without  regard  to  any
          termination  or any amendment adversely  affecting  the
          Executive  which  is adopted on or after  a  Change  in
          Control or in contemplation of a Change in Control) if,
          on  the  date  of Termination, the Executive  had  been
          credited with two additional years of service  and  two
          additional  years of compensation at  his  annual  base
          salary  rate and target short term incentive  award  in
          effect on the date of the Change in Control for benefit
          accrual  purposes  and were two years  older  than  his
          actual  age on such date;  provided, however, that  the
          additional service, compensation and age credits  under
          this paragraph (c) shall be proportionately reduced  if
          the  Executive is at least age 63 on the date of  termi
          nation  and eliminated if the Executive is  age  65  or
          older  on such date.  For purposes of this subparagraph
          (c),  actuarial  equivalence  shall  be  determined  in
          accordance  with  the  terms of  the  Ameritech  Senior
          Management Retirement and Survivor Protection Plan  for
          purposes  of  lump sum payments under  that  plan,  but
          without regard to any amendment of that plan adopted on
          or  after a Change in Control or in contemplation of  a
          Change in Control which would reduce the amount of such
          lump sum payment.
     
For  purposes of this Agreement, the Executive's employment  with
the Company shall be deemed to have been involuntarily terminated
by the Company if the Executive's duties and responsibilities are
significantly  diminished by the Company without the  Executive's
consent.   For  purposes of this Agreement, the term "Disability"
means  an incapacity, due to physical injury or illness or mental
illness, causing the Executive to be unable to perform his duties
for the Company on a full-time basis for a period of at least six
consecutive  months  and  the  term "Just  Cause"  means  willful
misconduct,  dishonesty,  conviction of  a  felony  or  excessive
absenteeism not related to illness or disability.

     5.   Tax Limitations.  If any payments under this Agreement,
after taking in account all other payments to which the Executive
is  entitled from the Company, or any affiliate thereof, are more
likely than not to result in a loss of a deduction to the Company
by reason of section 280G of the Internal Revenue Code of 1986 or
any  successor provision to that section, such payments shall  be
reduced  by  the  least amount required to  avoid  such  loss  of
deduction.  If the Executive and the Company shall disagree as to
whether a payment under this Agreement is more likely than not to
result  in the loss of a deduction, the matter shall be  resolved
by  an opinion of tax counsel chosen by the Company's independent
auditors.   The Company shall pay the fees and expenses  of  such
counsel,  and  shall make available such information  as  may  be
reasonably requested by such counsel to prepare the opinion.  If,
by  reason  of the limitations of this paragraph 5,  the  maximum
amount payable to the Executive under paragraph 4 above cannot be
determined  prior to the due date for such payment,  the  Company
shall  pay  on the due date the minimum amount which it  in  good
faith  determines  to  be  payable and shall  pay  the  remaining
amount,  with  interest  calculated at  the  rate  prescribed  by
section  1274(b)(2)(B) of the Internal Revenue Code of  1986,  as
soon  as  such remaining amount is determined in accordance  with
this paragraph 5.

     6.   Source of Payments and Withholding.  Any amount payable
under  the terms of this Agreement shall be paid from the general
assets  of the Company or from one or more trusts, the assets  of
which  are  subject  to  the  claims  of  the  Company's  general
creditors.   All  payments to the Executive under this  Agreement
will  be  subject  to  all applicable withholding  of  state  and
federal taxes.

      7.   Arbitration of All Disputes.  Any controversy or claim
arising  out  of  or  relating to this Agreement  or  the  breach
thereof  shall be settled by arbitration in the City of  Chicago,
in  accordance with the laws of the State of Illinois,  by  three
arbitrators,  one of whom shall be appointed by the Company,  one
by  the  Executive  and third of whom shall be appointed  by  the
first two arbitrators.  If the first two arbitrators cannot agree
on  the  appointment  of  a  third  arbitrator,  then  the  third
arbitrator  shall be appointed by the Chief Judge of  the  United
States Court of Appeals for the Seventh Circuit.  The arbitration
shall  be  conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection  of
arbitrators  which  shall be as provided in  this  paragraph  11.
Judgment  upon  the  award rendered by  the  arbitrators  may  be
entered  in any court having jurisdiction thereof.  In the  event
that  it  shall  be necessary or desirable for the  Executive  to
retain  legal  counsel  or  incur other  costs  and  expenses  in
connection  with enforcement of his rights under this  Agreement,
the  Company  shall pay (or the Executive shall  be  entitled  to
recover  from  the  Company, as the case may be)  his  reasonable
attorneys'  fees  and  costs  and  expenses  in  connection  with
enforcement  of  his  rights (including the  enforcement  of  any
arbitration  award  in court).  Payments shall  be  made  to  the
Executive at the time such fees, costs and expenses are incurred.
If,  however,  the arbitrators shall determine  that,  under  the
circumstances, payment by the Company of all or  a  part  of  any
such  fees  and costs and expenses would be unjust, the Executive
shall  repay such amounts to the Company in accordance  with  the
order of the arbitrators.

      8.    Mitigation and Set-Off.  The Executive shall  not  be
required  to mitigate the amount of any payment provided  for  in
this  Agreement  by seeking other employment or  otherwise.   The
Company  shall  not  be entitled to set off against  the  amounts
payable to the Executive under this Agreement any amounts owed to
the Company by the Executive, any amounts earned by the Executive
in  other employment after termination of his employment with the
Company,  or  any  amounts which might have been  earned  by  the
Executive   in  other  employment  had  she  sought  such   other
employment.

     9.   Severance Pay Plan.  During the Term of this Agreement,
the  Executive shall not participate in or have any rights  under
either the Ameritech Senior Management Severance Pay Plan or  the
Ameritech Management Employees Severance Pay Plan.

     10.  Non-Alienation.  The Executive shall not have any right
to  pledge, hypothecate, anticipate or in any way create  a  lien
upon  any amounts provided under this Agreement;  and no benefits
payable  hereunder shall be assignable in anticipation of payment
either by voluntary or involuntary acts, or by operation of  law.
Nothing  in this paragraph shall limit the Executive's rights  or
powers to dispose of his property by will or limit any rights  or
powers which his executor or administrator would otherwise have.

      11.  Governing Law.  The provisions of this Agreement shall
be  construed  in  accordance with  the  laws  of  the  State  of
Illinois.

      12.   Amendment.  This Agreement may be amended or canceled
by mutual agreement of the parties in writing without the consent
of  any  other  person  and, so long as the Executive  lives,  no
person,  other  than the parties hereto, shall  have  any  rights
under or interest in this Agreement or the subject matter hereof.

      13.   Successors to the Company.  This Agreement  shall  be
binding  upon  and inure to the benefit of the  Company  and  any
successor of the Company.  The Company will require any successor
(whether director or indirect, by purchase, merger, consolidation
or  otherwise) to all or substantially all of the business and/or
assets  of  the Company to expressly assume and agree to  perform
this Agreement in the same manner and to the same extent that the
Company  would  be  required to perform it if no  succession  had
taken place.

      14.   Severability.   In the event that  any  provision  or
portion  of  this Agreement shall be determined to be invalid  or
unenforceable  for any reason, the remaining provisions  of  this
Agreement  shall be unaffected thereby and shall remain  in  full
force and effect.

     15.  Counterparts.  This Agreement may be executed in two or
more  counterparts, any one of which shall be deemed the original
without reference to the others.

      IN WITNESS WHEREOF, the Executive has hereunto set his hand
and,  pursuant to the authorization from its Board of  Directors,
the  Company has caused these presents to be executed in its name
and  on its behalf, and its corporate seal to be hereunto affixed
and  attested by its Assistant Secretary, all as of the date  and
year first above written.



                         /S/ Thomas E. Richards
                                   Executive

                         Ameritech Corporation


                         By /s/ Bruce B. Howat
                         Its Secretary

ATTEST:

/s/Marilyn S. Spracker
Assistant Secretary