THIRD 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, as follows:

1.   To delete the following at the end of the first
sentence in subsection 3.1:

"but only if and to the extent he would have received an
Employer Matching Contribution under the Savings Plan had no
deferral election been made."

2.   To delete subsection 3.2(a) in its entirety and to
substitute the following therefor:

"(a) Supplemental Deferrals.  Each Senior Management
     Employee who is prevented from making a salary
     allotment under the Savings Plan due to the limitations
     imposed by any of sections 401(k), 401(m), 402(g), or
     415 of the Code, and each Management Employee who is
     prevented from making a salary allotment under the
     Savings Plan due to the limitations of sections 401(m)
     and 415 of the Code, may elect, at such time and in
     such manner as the Plan Administrator may determine, to
     make a supplemental salary deferral in an amount equal
     to the allotments which he is prevented from making
     under the Savings Plan for such period; further, each
     Senior Management Employee and each Management Employee
     may also elect, prospectively, at such time and in such
     manner as the Plan Administrator may determine, to make
     a supplemental salary deferral of not less than 1% nor
     more than 12% (in multiples of 1%) of his Base Salary
     for any payroll period (or portion thereof) occurring
     after his Base Salary for that calendar year has
     reached the maximum limit under section 401(a)(17) of
     the Code (if any such Senior Management Employee or
     Management Employee has been making salary allotments
     to the Savings Plan during such calendar year, then for
     administrative convenience, the Plan Administrator may
     determine that it is appropriate that any such
     supplemental salary deferrals under the Plan by such
     Senior Management Employee or Management Employee shall
     be at the same percentage as the most recent salary
     allotments made under the Savings Plan by such Senior
     Management Employee or Management Employee unless such
     Senior Management Employee or Management Employee
     directs the Plan Administrator to use a different
     percentage); provided that no Senior Management
     Employee shall be permitted to make any supplemental
     salary deferral in any payroll period which would cause
     the aggregate of his supplemental salary deferrals and
     Base Salary deferrals for such payroll period to exceed
     the 25% limitation prescribed in subsection 3.1(b)
     above."

3.   To delete subsection 3.2(b) in its entirety and to
substitute the following therefor:

"(b) Senior Management Excess Savings Plan Credit.  Subject
     to subsection 3.1, for each payroll period, each Senior
     Management Employee shall be credited with an "Excess
     Savings Plan Credit" in an amount equal to the lesser
     of:

     (i)  4-1/2% of his Base Salary and, to the extent such
          a Participant is in salary grade CR5 and
          participates in the Management Team Incentive
          Plan, his annual bonuses, for that period; or

     (ii) 75% of (A) his aggregate salary allotments under
          the Savings Plan during that period (including his
          annual bonuses to the extent such a Participant is
          in salary grade CR5 and participates in the
          Management Team Incentive Plan) and (B) base and
          supplemental salary deferrals under the Plan
          during that period;

     reduced by the amount of Employer Matching
     Contributions that he actually receives under the
     Savings Plan for that period."
     
4.   To delete subsection 3.2(c) in its entirety and to
substitute the following therefor:

"(c) Management Excess Savings Plan Credit.  Subject to
     subsection 3.1, for each payroll period, each
     Management Employee shall be credited with an "Excess
     Savings Plan Credit" in an amount equal to the lesser
     of:

     (i)  4-1/2% of his Base Salary and, to the extent such
          a Participant participates in the Management Team
          Incentive Plan, his annual bonuses for that
          period; or

     (ii) 75% of (A) his aggregate salary allotments under
          the Savings Plan during that period (including his
          annual bonuses to the extent such a Participant
          participates in the Management Team Incentive
          Plan) and (B) supplemental salary deferrals under
          the Plan during that period;

     reduced by the amount of Employer Matching
     Contributions that he actually receives under the
     Savings Plan for that period."
     
     



Dated: October 24, 1996

                         AMERITECH CORPORATION



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

Concur:



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