SECOND ADMINISTRATIVE AMENDMENT
                             TO
         AMERITECH CORPORATE RESOURCE DEFERRAL PLAN
                              

     Pursuant to authority reserved to Ameritech Corporation
(the "Company") by the provisions of the Ameritech Corporate
Resource Deferral Plan (Effective as of December 1, 1995)
(the "Plan"), the Plan is hereby amended effective as of
September 30, 1996 to delete subsection 4.4(d) in its
entirety and to substitute the following therefor:

"(d)  Accelerated Distribution.  Anything in the Plan to the
contrary notwithstanding, at the request of a Participant, the
Committee may accelerate distribution of:

     (i)  the entire Deferred Amount of any Participant on
the active roll of the Company or an Employer whose Deferred
Amount has not yet begun to be distributed in accordance
with subsection 4.1;  provided, that (a) the Deferred Amount
to be distributed shall be paid in a lump sum and reduced by
six percent (6%), as an early withdrawal penalty, (b) the
valuation date used to determine such early withdrawal
penalty shall be the most recent valuation date preceding
the Committee's approval of the accelerated distribution,
(c) such early withdrawal penalty shall be retained by the
Company and never distributed to the Participant, and (d)
the Participant shall be prohibited from participating in
the Plan for a period of twelve (12) consecutive months
following the date of the Participant's accelerated
distribution;

     (ii) the entire Deferred Amount of any Participant on
the active roll of the Company or an Employer whose Deferred
Amount, or any portion thereof, is currently being
distributed to the Participant in accordance with subsection
4.1; provided, that (a) the Deferred Amount to be
distributed shall be paid in a lump sum and reduced by six
percent (6%), as an early withdrawal penalty, (b) such early
withdrawal penalty shall be determined based upon the
Deferred Amount immediately prior to the distribution
commencement date for the first installment payment as
elected by Participant in accordance with subsection 4.1,
valued as of such distribution commencement date, (c) such
early withdrawal penalty shall be retained by the Company
and never distributed to the Participant, and (d) the
Participant shall be prohibited from participating in the
Plan for a period of twelve (12) consecutive months
following the date of the Participant's accelerated
distribution; and

     (iii)     the entire Deferred Amount of any
Participant who has retired from employment with the
Company, its Subsidiaries and Affiliates after attaining
eligibility for normal or approved early retirement as
defined in subsection 4.2 and whose Deferred Amount is
currently being distributed to the Participant in
accordance with subsection 4.1; provided, that (a) the
Deferred Amount to be distributed shall be paid in a lump
sum and reduced by eight percent (8%), as an early
withdrawal penalty, (b) such early withdrawal penalty shall
be determined based upon the Deferred Amount immediately
prior to the distribution commencement date for the first
installment payment as elected by Participant in accordance
with subsection 4.1, valued as of such distribution
commencement date, and (c) such early withdrawal penalty
shall be retained by the Company and never distributed to
the Participant.

In no event shall the Committee approve any such request
after having been notified of the Company's insolvency or
bankruptcy."



Dated:  October 18, 1996


                              AMERITECH CORPORATION

                              By: /s/ Walter M. Oliver
                                   Senior Vice President -
                                   Human Resources


Concur:


/s/ Thomas P. Hester
Executive Vice President and
General Counsel